ContractSense Terms of Service
Posted: March 20, 2019Effective: March 20, 2019
Your Stuff & Your Permissions
When you use our Services, you provide us with things like your files, content, messages, contacts, and so on (“Your Stuff”). Your Stuff is yours. These Terms don’t give us any rights to Your Stuff except for the limited rights that enable us to offer the Services.
We need your permission to do things like hosting Your Stuff, backing it up, and sharing it when you ask us to. Our Services also provide you with features like photo thumbnails, document previews, commenting, easy sorting, editing, sharing, and searching. These and other features may require our systems to access, store, and scan Your Stuff. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.
Sharing Your Stuff
Our Services let you share Your Stuff with others, so please think carefully about what you share.
You’re responsible for your conduct. Your Stuff and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download, or share content unless you have the right to do so.
We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren’t responsible for the content people post and share via the Services.
Help us keep you informed and Your Stuff protected. Safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account.
You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 13, or in some cases, even older. If you live in France, Germany, or the Netherlands, you must be at least 16. Please check your local law for the age of digital consent. If you don’t meet these age requirements, you may not use the Services.
Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
We sometimes release products and features that we are still testing and evaluating. Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as ContractSense’s other services, so please keep that in mind.
The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, ContractSense trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged intellectual property infringement if they comply with the law, and such notices should be reported to us at the contact information available on our website. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.
Billing. You can increase your storage space and add paid features to your account (turning your account into a "Paid Account"). We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn’t override these laws.
No Refunds. You may cancel your ContractSense paid account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their Paid Account subscriptions within 14 days of signing up for, upgrading to, or renewing a Paid Account.
Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels.
Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.
Email address. If you sign up for a ContractSense account with an email address provisioned by your organization, your organization may be able to block your use of ContractSense.
Using ContractSense Team. If you join a ContractSense team, you must use it in compliance with your organization's terms and policies. Please note that ContractSense team accounts are subject to your organization's control. Your administrators may be able to access, disclose, restrict, or remove information in or from your ContractSense team account. They may also be able to restrict or terminate your access to a ContractSense team account. If you convert an existing ContractSense account into part of a ContractSense team, your administrators may prevent you from later disassociating your account from the ContractSense team.
You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services to you if:
- (a) you’re in breach of these Terms,
- (b) you’re using the Services in a manner that would cause a real risk of harm or loss to us or other users, or
- (c) you don’t have a Paid Account and haven't accessed our Services for 12 consecutive months.
We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Stuff from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.
We won’t provide notice before termination where:
- (a) you’re in material breach of these Terms,
- (b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or
- (c) we're prohibited from doing so by law.
Discontinuation of Services
We may decide to discontinue the Services in response to unforeseen circumstances beyond ur control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Stuff from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven't received Services for.
Services “AS IS”
We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTSENSE AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR CONTRACTSENSE’S OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN’T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.
IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, CONTRACTSENSE, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:
- i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR
- ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.
THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT CONTRACTSENSE OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, CONTRACTSENSE, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. CONTRACTSENSE AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.
OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $10 USD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH CONTRACTSENSE.
Let’s Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against ContractSense, you agree to try to resolve the dispute informally by contacting email@example.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or ContractSense may bring a formal proceeding.
Judicial forum for disputes. You and ContractSense agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of Broomfield County, Colorado, subject to the mandatory arbitration provisions below. Both you and ContractSense consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.
These Terms will be governed by Colorado law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.
These Terms constitute the entire agreement between you and ContractSense with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
Waiver, Severability & Assignment
Contractsense’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. ContractSense may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time to better reflect:
- (a) changes to the law,
- (b) new regulatory requirements, or
- (c) improvements or enhancements made to our Services.
If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification.
If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.
Posted: March 20, 2019Effective: March 20, 2019
Thanks for using ContractSense! Our mission is to create a more enlightened way of working by providing an intuitive, unified platform to store, create and/or manage your paperwork. Here we describe how we collect, use, and handle your personal information when you use our websites, software, and services (“Services”).
What & Why
We collect and use the following information to provide, improve, and protect our Services:
Account information. We collect, and associate with your account, the information you provide to us when you do things such as sign up for your account, upgrade to a paid plan. Some of our Services let you access your accounts and your information via other service providers.
Your Stuff. Our Services are designed to make it simple for you to store your files, documents, photos, comments, messages, and so on (“Your Stuff”), collaborate with others, and work across multiple devices. To make that possible, we store, process, and transmit Your Stuff as well as information related to it. This related information includes your profile information that makes it easier to collaborate and share Your Stuff with others, as well as things like the size of the file, the time it was uploaded, collaborators, and usage activity. Our Services provide you with different options for sharing Your Stuff.
Contacts. You may choose to give us access to your contacts to make it easy for you to do things like share and collaborate on Your Stuff, send messages, and invite others to use the Services. If you do, we’ll store those contacts on our servers for you to use.
Usage information. We collect information related to how you use the Services, including actions you take in your account (like sharing, editing, viewing, and deleting). We use this information to improve our Services, develop new services and features, and protect ContractSense users.
Device information. We also collect information from and about the devices you use to access the Services. This includes things like IP addresses, the type of browser and device you use, the web page you visited before coming to our sites, and identifiers associated with your devices. Your devices (depending on their settings) may also transmit location information to the Services.
Cookies and other technologies. We use technologies like cookies and pixel tags to provide, improve, protect, and promote our Services. For example, cookies help us with things like remembering your username for your next visit, understanding how you are interacting with our Services, and improving them based on that information. You can set your browser to not accept cookies, but this may limit your ability to use the Services.
Marketing. We give users the option to use some of our Services free of charge. These free Services are made possible by the fact that some users upgrade to one of our paid Services. If you register for our free Services, we will, from time to time, send you information about upgrades when permissible. Users who receive these marketing materials can opt out at any time. If you do not want to receive marketing materials from us, simply click the ‘unsubscribe’ link in any email.
We sometimes contact people who do not have a ContractSense account. For recipients in the EU, we or a third party will obtain consent before contacting you. If you receive an email and no longer wish to be contacted by ContractSense, you can unsubscribe and remove yourself from our contact list via the message itself.
Bases for processing your data. We collect and use the personal data described above in order to provide you with the Services in a reliable and secure manner. We also collect and use personal data for our legitimate business needs. To the extent we process your personal data for other purposes, we ask for your consent in advance or require that our partners obtain such consent.
We may share information as discussed below, but we won’t sell it to advertisers or other third parties.
Other users. Our Services display information like your name, profile picture, device, and email address to other users in places like your user profile and sharing notifications. You can also share Your Stuff with other users if you choose. When you register your ContractSense account with an email address on a domain owned by your employer or organization, we may help collaborators and administrators find you and your team by making some of your basic information—like your name, team name, profile picture, and email address—visible to other users on the same domain. This helps you sync up with teams you can join and helps other users share files and folders with you.
Certain features let you make additional information available to others.
Other applications. You can also give third-party providers access to your information and account—for example, via ContractSense APIs. Just remember that their use of your information will be governed by their privacy policies and terms.
ContractSense Team Admins. If you are a user of a ContractSense team, your administrator may have the ability to access and control your account. Please refer to your organization’s internal policies if you have questions about this. If you are not a ContractSense team user but interact with a ContractSense team user (by, for example, joining a shared folder or accessing stuff shared by that user), members of that organization may be able to view the name, email address, profile picture, and IP address that was associated with your account at the time of that interaction.
Law & Order and the Public Interest. We may disclose your information to third parties if we determine that such disclosure is reasonably necessary to: (a) comply with any applicable law, regulation, legal process, or appropriate government request; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of ContractSense or our users; (d) protect ContractSense’s rights, property, safety, or interest; or (e) perform a task carried out in the public interest.
Stewardship of your data is critical to us and a responsibility that we embrace. We believe that your data should receive the same legal protections regardless of whether it’s stored on our Services or on your home computer’s hard drive.
Security. We have a team dedicated to keeping your information secure and testing for vulnerabilities. We also continue to work on features to keep your information safe in addition to things like encryption of files at rest, and alerts when new devices and apps are linked to your account. We deploy automated technologies to detect abusive behavior and content that may harm our Services, you, or other users.
User Controls. You can access, amend, download, and delete your personal information by logging into your ContractSense account and going to your settings page.
Retention. When you sign up for an account with us, we’ll retain information you store on our Services for as long as your account is in existence or as long as we need it to provide you the Services. If you delete your account, we will initiate deletion of this information after 30 days. But please note: (1) there might be some latency in deleting this information from our servers and back-up storage; and (2) we may retain this information if necessary to comply with our legal obligations, resolve disputes, or enforce our agreements.
Around the world. To provide you with the Services, we may store, process, and transmit information in the United States and locations around the world—including those outside your country. Information may also be stored locally on the devices you use to access the Services.
If we are involved in a reorganization, merger, acquisition, or sale of our assets, your information may be transferred as part of that deal. We will notify you (for example, via a message to the email address associated with your account) of any such deal and outline your choices in that event.
Your Right to Control and Access Your Information
You have control over your personal information and how it is collected, used, and shared. For example, you have a right to:
- Erase or delete all or some of Your Stuff in your ContractSense account.
- Change or correct personal data. You can manage your account and the content contained in it, as well as edit some of your personal data.
- Access and take your data. You can download a copy of Your Stuff in a machine readable format.
Have questions or concerns about ContractSense, our Services, and privacy? Contact us at firstname.lastname@example.org. For most of the questions, we will respond within 2 business days (business days are working days, Mon – Fri and excluding holidays) unless your questions need us to seek expert counsel and in such cases, our response may be delayed.
This section of the agreement to ContractSense Beginner, Individual and Team customers. As a Customer using our Beginner, Individual and Team subscription plan/s, you agree to abide by terms under this agreement and in addition where applicable, you obligate your organization for the same.
ContractSense Business Agreement
Posted: March 30, 2019
This ContractSense Business Agreement (the "Agreement") is between Think Design Collaborative LLC a Colorado Limited Liability Company (each, "ContractSense") and the organization agreeing to these terms ("Customer"). This Agreement governs access to and use of the Services and Beta Services. By clicking "I agree," signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.
To the extent that Think Design Collaborative LLC is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, by clicking "I agree", you are also agreeing to the Data Processing Agreement and EU Standard Contractual Clauses, defined below, with Think Design Collaborative LLC for the transfer of Personal Data to processors.
If you are agreeing to this Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.
- Provision. This Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with this Agreement.
- Security Measures. Any ContractSense personnel who have access to Customer Data will be bound by appropriate confidentiality obligations. ContractSense will use industry standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures. The Security Measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and Processing of Customer Data.
ContractSense may update the Security Measures from time to time. ContractSense will provide Customer prior notice if ContractSense updates the Security Measures in a manner that materially diminishes the administrative, technical, or physical security features of the Services taken as a whole.
- Data Processing and Transfer.
- Data Processing. This Agreement constitutes Customer’s instructions to ContractSense to Process Customer Data. ContractSense and its Sub-processors will only Process Customer Data to provide the Services and to fulfill ContractSense’s obligations in this Agreement. Customer agrees that ContractSense and its Sub-processors may transfer, store, and Process Customer Data in locations other than Customer's country. ContractSense will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law or on important grounds of public interest. The parties acknowledge that Customer Data may contain Personal Data, and a description of the Personal Data and further information about the Processing is set out in the Data Processing Agreement.
- Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by ContractSense on Customer's behalf: (i) ContractSense will use and process Customer Data as Customer instructs in order to provide the Services and to fulfilll ContractSense's obligations under the Agreement; and (ii) Customer agrees to the Data Processing Agreement with ContractSense, Inc. for the transfer of Personal Data. The Data Processing Agreement applies only to the Services, and does not apply to Beta Services.
- Modifications. ContractSense may update the Services from time to time. If ContractSense changes the Services in a manner that materially reduces their functionality, ContractSense will notify Customer at the email address associated with the account, and Customer may provide notice within thirty days of the change to terminate the Agreement. This termination right will not apply to updates made to features provided on a beta or evaluation basis.
- Generally. The Services allow Customer and End Users to download Software that may update automatically. If any component of the Software is offered under an open source license, ContractSense will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of this Agreement with respect to that component of the Software.
- License. ContractSense hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with this Agreement. This license is non-transferable (subject to Section 12.8), irrevocable (except as set forth in Section 7), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees.
- Customer Domains. Prior to providing the Services ContractSense may require Customer to verify that Customer owns or controls the Customer Domains. If Customer does not own or control the Customer Domains, then ContractSense will have no obligation to provide Customer with the Services.
2. Customer Obligations.
- Customer Administration of the Services. Customer may specify End Users as Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts, and managing access to Admin Accounts. ContractSense's responsibilities do not extend to the internal management or administration of the Services for Customer. The Customer acknowledges that, if the Customer purchases the Services through a reseller and designates any of the reseller's personnel as Administrators of the Customer's Services account, the reseller may be able to control account information, including Customer Data, and access the Customer's Services account as described above.
- Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. End User Accounts may only be provisioned, registered, and used by a single End User. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify ContractSense of any unauthorized use of or access to the Services.
- Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; or (e) establish a ContractSense Beginner or Individual account in place of ContractSense Team.
- Compliance. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer is responsible for use of the Services by its End Users. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer will not take any action that would cause ContractSense to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law. Customer must satisfy itself that: (i) the Services are appropriate for its purposes, taking into account the nature of the Customer Data; and (ii) the technical and organizational requirements applicable to ContractSense under EU Data Protection Laws are satisfied by the Security Measures and this Agreement. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow ContractSense to provide the Services. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of "Protected Health Information" under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless Customer and ContractSense separately enter into a HIPAA Business Associate Agreement.
- Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses a ContractSense API, with the Services: (a) ContractSense will not be responsible for any act or omission of the third-party, including the third-party's access to or use of Customer Data; and (b) ContractSense does not warrant or support any service provided by the third-party. Customer will comply with any API limits associated with the Services plan purchased by Customer.
- Third-Party Requests.
- Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact ContractSense only if it cannot comply with the Third-Party Request despite diligent efforts.
- Responsibility. ContractSense will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of ContractSense's receipt of a Third-Party Request; (ii) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request; and (iii) provide Customer with information or tools required for Customer to respond to the Third-Party Request, if Customer is otherwise unable to respond to the Third-Party Request. If Customer fails to promptly respond to any Third-Party Request, then ContractSense may, but will not be obligated to do so.
- Fees. Customer will pay ContractSense or Customer's reseller all applicable Fees for the Services, in the currency and pursuant to the payment terms indicated on the Order Form, or in the applicable agreement between Customer and Customer’s reseller. Customer authorizes ContractSense, or Customer's reseller, to charge Customer for all applicable Fees using Customer's selected payment method, and Customer will issue the required purchasing documentation. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
- Payment. Customer will pay ContractSense invoices on the payment interval set forth in the Order Form. ContractSense may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to ContractSense or to Customer's reseller.
- Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. ContractSense, or Customer's reseller, will charge Taxes when required to do so. If Customer provides ContractSense or its reseller with a valid exemption certificate, ContractSense or the reseller will not collect the taxes covered by that certificate.
- Withholding Taxes. Customer will pay ContractSense or its reseller net of any applicable Withholding Taxes. Customer and ContractSense, or Customer's reseller as applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If ContractSense or Customer's reseller qualifies for a tax exemption, or a reduced treaty withholding rate, ContractSense or Customer's reseller will provide Customer with reasonable documentary proof. Customer will provide ContractSense or Customer's reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
- Auto-renewals and Trials. IF THE CUSTOMER'S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD AND THE CUSTOMER HAS ALREADY PROVIDED A METHOD OF PAYMENT TO CONTRACTSENSE FOR THE SERVICES, CONTRACTSENSE (OR THE CUSTOMER'S RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES CONTRACTSENSE (OR THE CUSTOMER'S RESELLER, AS APPLICABLE) THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL. ContractSense may revise Services rates by providing the Customer at least thirty days' notice prior to the next charge.
- Of End User Accounts by ContractSense. If an End User: (a) violates this Agreement; or (b) uses the Services in a manner that ContractSense reasonably believes will cause it liability, then ContractSense may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then ContractSense may do so.
- Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then ContractSense may automatically suspend use of the Services. ContractSense will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.
5. Intellectual Property Rights.
- Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant: (a) ContractSense any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or ContractSense trademarks and brand features.
- Limited Permission. Customer grants ContractSense only the limited rights that are reasonably necessary for ContractSense to provide the Services. This limited permission also extends to Subcontractors or Sub-processors.
- Suggestions. ContractSense may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send ContractSense or post in ContractSense's forums without any obligation to Customer.
- Agreement Term. This Agreement will remain in effect for the Term.
- Services Term. ContractSense will provide the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
- Automatic Renewals. Unless otherwise specified on the Order Form, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either party gives the other written notice of termination at least thirty days prior to the expiration of the then-current Services term. If Customer has provided a payment method to ContractSense for recurring charges as provided in Section 3.5, Customer may elect to terminate the Agreement via the Admin Console prior to the day a Renewal Term begins.
- Generally. Either Party may terminate this Agreement, including all Order Forms, if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days. ContractSense may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of the Acceptable Use Policy.
- Effects of Termination. If this Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by ContractSense to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that ContractSense may charge Customer for such extended access based on ContractSense's then-current standard fees; and (c) ContractSense will delete any End User Accounts and Stored Data relating to Customer’s account in a commercially reasonable period of time following receipt of an Administrator’s request to do so. ContractSense may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence. The following sections will survive expiration or termination of this Agreement: 2.6 (Third-Party Requests), 3 (Payment), 5 (Intellectual Property Rights), 7.2 (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous). Notwithstanding the foregoing, Section 2.6 (Third-Party Requests) shall not survive termination if ContractSense has exercised a right to terminate the Agreement.
- By Customer. Customer will indemnify, defend, and hold harmless ContractSense from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against ContractSense and its Affiliates regarding: (a) Customer Data; (b) Customer Domains; or (c) Customer's, or Customer's End Users', use of the Services in violation of this Agreement.
- By ContractSense. ContractSense will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that ContractSense's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will ContractSense have any obligations or liability under this section arising from: (a) use of any Services in a modified form or in combination with materials not furnished by ContractSense; and (b) any content, information, or data provided by Customer, End Users, or other third parties.
- Possible Infringement. If ContractSense believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then ContractSense may: (a) obtain the right for Customer, at ContractSense's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services or Software so that they no longer infringe. If ContractSense does not believe the options described in this section are commercially reasonable, then ContractSense may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.
- General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE CONTRACTSENSE AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
- Generally. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR CONTRACTSENSE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.
- Beta Services. Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (e) CONTRACTSENSE WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.
10. Limitation of Liability.
- Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR CONTRACTSENSE OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR CONTRACTSENSE AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTSENSE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER TO CONTRACTSENSE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 12.6. If a dispute is not resolved within thirty days of notice, Customer or ContractSense may bring a formal proceeding.
- Arbitration. Customer and ContractSense agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Broomfield (CO), or any other location both parties agree to in writing.
- Exception to Arbitration. Either Party may bring a lawsuit in the federal or state courts of Broomfield County, Colorado solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and ContractSense consent to venue and personal jurisdiction there.
- NO CLASS ACTIONS. Customer may only resolve disputes with ContractSense on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
- Terms Modification. ContractSense may revise this Agreement from time to time and the most current version will be posted on the ContractSense website. If a revision, in ContractSense's sole discretion, is material, ContractSense will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to ContractSense's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.
- Entire Agreement. This Agreement supersedes any prior agreements or understandings between the Parties, and constitutes the entire Agreement between the Parties related to this subject matter. All attachments to the Agreement, the Data Processing Agreement, Customer invoices, and Order Forms executed by the Parties, are hereby incorporated into the Agreement by this reference.
- Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Order Form, the Agreement. The terms and conditions of this Agreement will be considered the confidential information of ContractSense, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click through terms are subordinate to this Agreement and this Agreement will control if there is a conflict.
- Governing Law. THE AGREEMENT WILL BE GOVERNED BY COLORADO LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
- Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
- Notice. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to ContractSense must be sent to ContractSense at email@example.com with a copy to Think Design Collaborative LLC, 8181 Arista Pl. Suite 100, Broomfield, CO. attn.: ContractSense Legal.
- Waiver. A waiver of any default is not a waiver of any subsequent default.
- Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of ContractSense. ContractSense may not assign this Agreement without providing notice to Customer, except ContractSense may assign this Agreement or any rights or obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
- No Agency. ContractSense and Customer are not legal partners or agents, but are independent contractors.
- Subcontracting. ContractSense will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations.
- Force Majeure. Except for payment obligations, neither ContractSense nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
- No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.
- "Acceptable Use Policy" means the ContractSense acceptable use policy set forth at the following link, or other link that ContractSense may provide https://contractsense.com/#acceptable_use.
- "Account Data" means the account and contact information submitted to the Services by Customer or End Users.
- "Administrator" means the Customer-designated technical End User who administers the Services to End Users on Customer's behalf. Administrators may be able to access, disclose, restrict or remove Customer Data in or from End User Accounts. Administrators may also have the ability to monitor, restrict, or terminate access to End User Accounts.
- "Admin Account" means the administrative account provided to Customer by ContractSense for the purpose of administering the Services.
- "Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.
- "Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
- "Claim" means a claim by a third party, including a regulatory penalty.
- "Customer Data" means Stored Data, Account Data, and messages, comments, structured data, photos, and other content submitted to the Services by Customer or End Users.
- "Customer Domains" means Customer's Internet domain names.
- "Data Processing Agreement" means the agreement with ContractSense related to compliance with EU Data Protection Laws.
- "End Users" means users of Customer's Services account. End Users may include Customer's and its Affiliate's employees and consultants.
- "End User Account" means a ContractSense hosted account established by Customer through the Services for an End User.
- "Beginner” means free user of ContractSense license, until the term and/ or until the user exceeds the storage limit as specified in the product catalog (ContractSense website). A beginner user may use ContractSense for personal, family or for business purpose. While using for business purpose, the user must be aware that the business they are representing has given them the authority to represent.
- "Individual” means paid user after the “free period”. A Individual user may use ContractSense for personal, family or for his/ her business purpose. While using for business purpose, the user must be aware that the business they are representing has given them the authority to represent. ContractSense does not take responsibility of any agreement you may have with the business being represented in ContractSense. To a reasonable extent, a Individual user may represent multiple businesses (ContractSense defines this reasonable number as 5 or lesser). You can store data of upto 5 businesses; as long as you are the sole owner and operator of the ContractSense account.
- "Team” A Team user means a paid user after the “free period” and is invariably representing a company and must be authorized by the company to operate ContractSense account. A Team user’s usage may be monitored, controlled and operated by the admin of the account.
- "EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing EU Data Protection Directive (95/46/EC), and the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.
- "EU-US Privacy Shield Program" means the EU-U.S. Privacy Shield Program framework and its principles as set forth by the US Department of Commerce and the European Commission regarding the collection, use, and retention of personal data from EU member states.
- "EU Standard Contractual Clauses" means the EU Standard Contractual Clauses with ContractSense, Inc. for the transfer of personal data to processors incorporated into the Data Processing Agreement.
- "Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR<") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
- "Fees" means the amounts invoiced to Customer by ContractSense for the Services as described on the Order Form.
- "Initial Services Term" means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
- "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
- "Order Form" means the ordering document, or ordering page, for the Services.
- "Personal Data, "Process," and "Processing"" have the meaning given to those terms in the EU Data Protection Laws.
- "Provisioning Date" is the date upon which ContractSense makes the Services available to Customer.
- "Renewal Term" means, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth on the Order Form.
- "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services; or (ii) unauthorized third-party access to the Services.
- "Security Measures" means the technical and organizational security measures.
- "Services" means the services ordered by Customer and provided by ContractSense to Customer.
- "Services Term" means the Initial Services Term and all Renewal Terms for the applicable Services.
- "Software" means the client software provided as part of the Services.
- "Stored Data" means the files uploaded to the Services using the Software by Customer or End Users.
- "Subcontractor" means an entity to whom ContractSense subcontracts any of its obligations under this Agreement.
- "Sub-processor" means an entity who agrees to Process Customer Data on ContractSense's behalf, or on behalf of another ContractSense sub-processor, in order to provide the Services.
- "Taxes" means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on ContractSense's net income, associated with the Services or Software, including any related penalties or interest.
- "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of: (i) the end of the Services Term; or (ii) the Agreement is terminated as set forth herein.
- "Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account, or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, requests from individuals, including End Users, to exercise their rights under EU Data Protection Laws, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.
- "Withholding Taxes" mean any income taxes that are imposed on ContractSense or Customer's reseller in which Customer is required by law to withhold or deduct on the payment to ContractSense or Customer’s reseller.
ContractSense Acceptable Use Policy
ContractSense is used by millions of people, and we're proud of the trust placed in us. In exchange, we trust you to use our services responsibly.
You agree not to misuse the ContractSense services ("Services") or help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:
- Probe, scan, or test the vulnerability of any system or network;
- Breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;
- Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
- Access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
- Send unsolicited communications, promotions or advertisements, or spam;
- Send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
- Promote or advertise products or services other than your own without appropriate authorization;
- Abuse referrals or promotions to get more storage space than deserved;
- Circumvent storage space limits;
- Sell the Services unless specifically authorized to do so;
- Reverse engineer, copy or alter ContractSense application for your own use or public use or commercial use.
- Publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence or terrorist activity, including terror propaganda;
- Advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
- Harass or abuse ContractSense personnel or representatives or agents performing services on behalf of ContractSense;
- Violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading; or
- Violate the privacy or infringe the rights of others.