TERMS OF USE

Last Update: 03/05/2019.

We here at CONTRACTIZE are on a mission to make your life easier by providing you with a platform that facilitates the creation of legally binding documents – anywhere, anytime.

These Terms of Use will cover the policies and necessary information which are required to prepare the User for their experience with CONTRACTIZE and its services.

These Terms of Use (Terms) govern the use of CONTRACTIZE Inc. (CONTRACTIZE) services, including its website, applications, contracts, proposals, templates, products, and payments (Services) by you (User (s)) as well as any information, files, documents, images, text, and other materials uploaded to or downloaded from, stored on, or transmitted through the Services (Content).

By accessing or using CONTRACTIZE and its Services, you agree to be bound by these Terms.

If you do not agree, please do not access or use the Services.

You agree that, by using the Services, you are at least 18 years old and you are legally able to get into a contract.

If you have any doubts about the information explicated by these Terms herein, please refrain from using CONTRACTIZE and email us at hello@contractize.com.

We will make it clear to you.

  1. Services. 

CONTRACTIZE provides you a cloud-based document assistant platform to streamline documents creation, electronic signing, sending, tracking, receiving and management process.

CONTRACTIZE allows its users to make legal documents and contracts, sometimes in seconds.

In order to simplify document management, Users can sign and send electronically signed contracts and documents directly to other parties for signing in the same way. Users can also track, store and manage these documents all within the same platform.

CONTRACTIZE provides a library of templates for you to use, and Users also can send their own content to be applied to our Services.

CONTRACTIZE provides a free tier of basic services, as well as paid subscription tiers which include additional features and extend the functionality and versatility of the CONTRACTIZE Services.

  1. CONTRACTIZE is not a law firm.

CONTRACTIZE IS NOT A LAW FIRM and does not provide legal advice. Your use of CONTRACTIZE does not constitute client-lawyer privilege.
CONTRACTIZE is a cloud-based document assistant platform used to make, electronically sign, send, track, receive, store and manage your legal documents and related data. 
The Services provided by CONTRACTIZE are not substitutes for the advice of a licensed attorney and if you need legal advice on specific matters, you should consult a licensed attorney in your area. We do not review any information that you provide to us for the purpose of discerning legal accuracy or sufficiency, we do not provide opinions about your selection or use of forms and / or templates, and we do not enforce or apply the law to the circumstances of your situation.

You are always representing yourself, in sole discretion, when using CONTRACTIZE and its Services.

  1. Use of CONTRACTIZE.

3.1. Grant of Limited License. Subject to compliance with these Terms, CONTRACTIZE hereby grants the User a limited, non-exclusive, non-transferable, revocable license (“License”) to the CONTRACTIZE products and services included in User’s subscription tier, whether free or paid.

This License includes the right for Users to keep, for their records, electronic or physical copies of contracts created with the use of CONTRACTIZE’s Services.

Users may not copy the content of CONTRACTIZE’s own contracts and documents for use or sale outside of CONTRACTIZE.

3.1.1. License Term. The License Term begins with User’s first use of CONTRACTIZE and will continue until the early of termination or until the User’s account is deactivated.

3.1.2. Termination. CONTRACTIZE reserves the right, in its sole discretion and at any time, to terminate the License and the User’s access to any and / or all of CONTRACTIZE’s Services.

3.1.3. Effect of Termination.

(i) Fees. Any fees that are unpaid as of the date of termination will be immediately due and payable.

(ii) Survival. The termination or expiration of the License will not affect any sections of these Terms, which by their nature survive termination or expiration.

3.2. Restrictions of use 

In using CONTRACTIZE or any of its Services, you agree NOT to:

  • Intentionally or unintentionally violate any law, statute or regulation, or to use CONTRACTIZE in a way that facilitates any such violation.
  • Disrupt or interfere with any other user’s use and / or experience of CONTRACTIZE and its Services.
  • Upload or otherwise transmit through CONTRACTIZE any form of malware, bot, virus or other harmful, disruptive, or destructive file or code.
  • Use a false identity, pose or present yourself as another person, or sign a document posing as someone else or on behalf of someone else.
  • Access, use or attempt to use another user’s account, password, systems, Services or Content.
  • Permit more than one User per account, username or email login.
  • Attempt to transmit any content that you are not authorized to transmit.
  • Disrupt or interfere with the security of, or otherwise cause harm to, CONTRACTIZE, its Services, Content, products, users, systems, system resources, accounts, passwords, servers, or networks connected to and / or accessible through CONTRACTIZE and its Services.

 3.3.  Copyright and Trademarks

The texts, design, graphics, logos, names, colors, icons, look and feel, and the selection and arrangement thereof, of CONTRACTIZE’s services are Copyright ©, CONTRACTIZE, Inc. All rights reserved.

CONTRACTIZE, the CONTRACTIZE “document” logo, CONTRACRIZE LEGAL LABS, CONTRACTIZE LEGAL TRANSACTIONS, CONTRACTIZE DEVELOPERS API, KIRK and “CONTRACTS MADE EASY” are registered in the U.S. Patent and Trademark Office.

These and any other CONTRACTIZE services, products, names or slogans displayed on CONTRACTIZE services are trademarks of CONTRACTIZE, Inc. You are not authorized to use, imitate or copy them, in whole or in part, without our prior written consent. In addition, the look and feel of CONTRACTIZE, including all page headers, graphics, button icons and scripts, is the service mark or trademark of CONTRACTIZE, Inc. and you may not copy, imitate or use it, in whole or in part, without our prior written consent.

3.4. Incorporating our services

Including our services or products within any third-party service is not permitted without our prior written consent.

3.5.  Management of your documents made by CONTRACTIZE 

You understand that actions you take outside of CONTRACTIZE can affect the terms and legal status of contracts and documents you have created in CONTRACTIZE in ways that CONTRACTIZE’s version of your contract or document will not reflect.

For example, if you and another party sign a contract or document through CONTRACTIZE and later exchange emails modifying the terms of that contract or document, then through your emails you may have amended the contract or document in ways that the version in CONTRACTIZE does not account for.

You understand that deleting a contract or document from CONTRACTIZE does not terminate or otherwise affect the status of that contract or document, but only removes it from your own view.

Upon your deletion, the other party will receive no notification or additional information.

Similarly, you understand that deleting a pending contract or document from CONTRACTIZE does not rescind the offer you have made to the other party to sign the contract or document.

To actually rescind an offer, you must notify the other party that the offer is rescinded before they accept it.

You understand that deactivating your CONTRACTIZE account does not terminate or otherwise affect the legal status of any contract or document you are bound / party to or have offered through CONTRACTIZE.

3.6. Your Content 

You are solely responsible for the Content uploaded to CONTRACTIZE, when applied.

We will not review, edit or make any kind of alterations, modifications or adjustments to the Content you upload in order to utilize CONTRACTIZE’s Services.

  1. Payments.

4.1. Payment. User must pay CONTRACTIZE fees according to the payment terms specified at the time services are ordered.

4.2 Failure to Pay. If User fails to pay, CONTRACTIZE may, in its sole discretion, terminate, suspend or restrict the provision of its services. CONTRACTIZE may charge interest at a monthly rate ranging from a minimum of 1.0% per month to the maximum rate permitted by applicable law on any overdue fees, from the due date until the date any overdue amount (plus applicable interest) is paid in full.

4.3. Disputes. If User believes in good faith that CONTRACTIZE has incorrectly billed User, User must contact CONTRACTIZE within 30 days of the billing date, specifying the detected error.

Unless User has notified CONTRACTIZE of the dispute, User must reimburse CONTRACTIZE’s reasonable collection costs (including attorney’s fees).

User must pay the undisputed portions of CONTRACTIZE’s invoice as required by these Terms.

4.4. Taxes. Prices do not include applicable taxes.

CONTRACTIZE will invoice User for any applicable taxes, and User must pay these taxes.

4.5. Delivery. CONTRACTIZE’s services are deemed to be delivered and accepted on the start date of the License Term.

4.6. Refunds. User may downgrade or deactivate the CONTRACTIZE service at any time. However, User will not be refunded for the remaining subscription term unless CONTRACTIZE determines, in its sole discretion, that the downgrade or deactivation was initiated in response to a malfunction of a CONTRACTIZE service or system.

4.7. Free Trials. At the end of any free trial period, User’s paid subscription will automatically begin at the service level matching the one provided in the free trial, using the User payment information on file.

In order to continue using CONTRACTIZE, User must downgrade or deactivate services within the free trial period to avoid initiation of billing.

 

  1. Services and Products Rights. 

CONTRACTIZE retains all right, title and interest in and to its services and products, including, without limitation, software, design, images, names, texts, graphics, illustrations, logos, service marks, colors, icons, copyrights, photographs, videos, music, and all related intellectual property rights.

You cannot, and cannot permit others to:

(i) Reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our services;

(ii) Sell, license, sublicense, rent, lease, distribute, copy, publicly display, publish, adapt or edit any of our services;

(iii) Disable or circumvent any security or technological features of our services.

 

  1. Your Privacy. 

Our user’s privacy is very important to us.

Please review our Privacy Policy to understand how CONTRACTIZE treats your personal information and protects your privacy.

Our Privacy Policy is incorporated by reference into these Terms of Use.

  1. Warranty Disclaimer. 

The accuracy and legal sufficiency of documents produced using CONTRACTIZE depend on User input, and CONTRACTIZE does not review this input.

We do not make any claims about the quality, accuracy, legal sufficiency, legal enforceability, or appropriateness of CONTRACTIZE for your needs. If you need legal advice or help on your specific situation, please consult a licensed attorney in your area.

Laws can change rapidly, and we cannot guarantee that all of the information contained in our services and documents will be current. Moreover, the law can vary from jurisdiction to jurisdiction, and may be subject to interpretation by different courts.

We do not guarantee that our services, forms, contracts and documents are appropriate for your jurisdiction.

Concerning any documents that you provide for upload to the CONTRACTIZE platform, CONTRACTIZE disclaims any liability for errors in manual transcription or optical character recognition (OCR).

You are responsible for reviewing the content of such documents for accuracy before use.

CONTRACTIZE’S SERVICES AND PRODUCTS ARE OFFERED AS-IS AND AS AVAILABLE.

CONTRACTIZE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Liability Disclaimer.

CONTRACTIZE DISCLAIMS LIABILITY FOR ANY LOSS, CLAIM, DAMAGE OR INJURY RELATED TO YOUR USE OF ITS SERVICES OR PRODUCTS, INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM ERRORS OR OMISSIONS, A SITE OR APPLICATION BEING DOWN, OR DATA LOSS.

CONTRACTIZE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, MALWARE OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF ANY OF CONTRACTIZE’S SERVICES OR PRODUCTS.

CONTRACTIZE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM ANY COURT ACTION OR LEGAL DISPUTE.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF CONTRACTIZE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF CONTRACTIZE’S SERVICES AND PRODUCTS, EXCEED ANY COMPENSATION PAID BY YOU FOR ACCESS TO OR USE OF CONTRACTIZE DURING THE THREE MONTHS PRIOR TO THE DATE OF ANY CLAIM.

  1. Indemnification. 

You will indemnify and hold harmless CONTRACTIZE and its officers, employees, representatives, agents, and assigns from any costs, damages, expenses, and liability caused by your use of any of CONTRACTIZE’s services and products, your violation of these Terms of Use, or your violation of any rights of a third party through use of CONTRACTIZE or its content.

  1. CONTRACTIZE content is subject to change.

We can change the CONTRACTIZE documents in our library without prior notice. Any such changes will affect future documents generation only, and will not change the language, content or context of contracts and documents that have already been signed prior to such changes.

 

  1. Contact.

We would be happy to answer your questions.

Please email us at hello@contractize.com

Or contact us by at 1- (888) 203- 0417 [9:00 AM to 5:00 PM, Eastern Time]

  1. General Provisions. 

12.1. Choice of Law. You agree that any disputes with CONTRACTIZE arising from or connected to your use of CONTRACTIZE will be governed by the laws of the state of Florida, and Orange County courts will have exclusive jurisdiction over any such disputes.

12.2. Entire Agreement. These Terms, along with purchase-related communication, invoices, sales orders or other information, constitute the entire agreement between you and CONTRACTIZE with respect to your use of CONTRACTIZE and its and services and products.

12.3. Non-Waiver. No waiver by CONTRACTIZE, Inc. of any term or condition set forth in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of CONTRACTIZE Inc. to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

12.4. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

  1. Modification of these Terms. 

We reserve the right to modify these Terms anytime.

You agree that your use of CONTRACTIZE’s services and products after a modification will be treated as acceptance of the modified Terms. 

We strongly recommend that you review our policies and these Terms periodically.

CONTRACTIZE API Terms

 

By using the Service and review our terms and conditions or any posting on the website located at https://www.contractize.com (Contractize website) you hereby acknowledge and agree that you have read, fully understand and agree to be bound by the Terms and Conditions contained in this Contract.

CONTRACTIZE API TERMS OF SERVICE

 

These Terms of Service (Contract) is between you, or if accepting on behalf of an entity, such entity (“you”, “your”) and CONTRACTIZE INC., (CONTRACTIZE, “our”) and constitutes a legal agreement governing the Service which consists of your access to and use of:

Application Programming Interface(s) to create digital files as documents, produce and request and collect electronic signatures, information, storing and managing and other associated data of the party with whom you are entering into a document (End User(s)) and any accompanying executable applications, source code, related documentation and other materials and any updates, patches, bug fixes, or modifications made to any of the foregoing, as made generally available by us from time to time (CONTRACTIZE APIs)

For purposes of this Contract, a “Request” means the request to make a transaction that takes place when you initiate a new document process and make a corresponding call to the CONTRACTIZE APIs.

  1. Acceptance.

1.1. This Contract constitutes a binding legal contract that governs your free trial (if applicable), purchase and ongoing use of and access to the Service.
If you are entering into this Contract on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Contract.
You must complete the registration form and accept the terms of this Contract before you may access or use the Service.
You can accept the terms of this Contract by either:
(a) using or accessing the Service or any other Service;
(b) clicking to accept or agree where such option is made available to you.

1.2. Your eligibility for use of and access to the Service and ongoing eligibility for such use or access is conditioned upon you meeting and continuing to meet the following minimum requirements, which you represent and warrant:

(a) You are at least 18 years old and have the legal capacity to be bound by this Contract;
(b) You have the necessary rights and authority to enter into and perform the obligations required of you under this Contract;
(c) All information which you provide to us, including but not limited to information provided during registration, information about your services, business, and all relevant payment information, is yours or within your right to use, and is and will remain accurate, complete and current;
(d) To the extent CONTRACTIZE makes available embedded features via the CONTRACTIZE API and you elect to use such features in connection with your Client, you will authenticate the identity of each End User for each Document Request through an email confirmation or such other means that you and we may mutually agree upon, and you are solely responsible for such signature authentication;
(e) You are in compliance with all applicable laws, including but not limited to all applicable laws and regulations pertaining to data privacy; (f) All websites, associated sub-pages, sub-domains, domains and/or mobile applications (Client Property(ies)) for which you seek to implement the CONTRACTIZE APIs are owned by you;
(g) None of the Customer Data or Content will contain any unlawful, fraudulent, offensive, illegal, defamatory, libelous, harassing, abusive, pornographic or obscene content or material;
(h) Neither you nor any of your Client Properties are subject to any pending lawsuits, fines, or government or regulatory actions; and
(i) You will provide us with any information, records, or materials that we request to verify your compliance with this  requirements and the terms and conditions of this Contract.

1.3. Only those Client Properties that have been approved by CONTRACTIZE may access and use the Service.
CONTRACTIZE reserves the right to reject any Client, for any reason, in its sole discretion, including but not limited to failing to meet the Eligibility Requirements identified above.
If you do not agree with this Contract, or you cannot abide by the representations set forth in Section 1.2 above and elsewhere in these Terms, then you must not accept this Contract and must not use the Service.
For purposes of this Contract, “Customer Data” means information of each end user (names, addresses, phone numbers, others) that may be collected and passed on to us for use in connection with the processing of Document Requests.

  1. Modifications.

We reserve the right to amend or modify the terms of this Contract at any time. We strongly advise you to periodically look at

https://www.contractize.com/terms-of-use.

You are responsible for reviewing this Contract on a regular basis to keep yourself apprised of any changes. Your continued access or use of the Service after any modification on this Contract will constitute your acceptance of the revised Contract.

  1. Use of the CONTRACTIZE APIs.

3.1. License. Subject to your strict compliance with the terms of this Contract, you will have a non-exclusive, personal, non-transferable, non-sub licensable right to access, implement, use, and make calls to the CONTRACTIZE APIs as permitted by this Contract on or through your authorized Client Properties for purposes of making Document Requests.

3.2. Restrictions. You agree that you will not (and will not permit any third party to) directly or indirectly:
(a) rent, sell, resell, lease, loan, or otherwise distribute, transfer or make available the Service or CONTRACTIZE APIs or any part to any third party; (b) create an API client that functions substantially the same as the CONTRACTIZE APIs;
(c) make any use of the CONTRACTIZE APIs for any purpose independent of the Client Properties; (d) alter, translate, modify, adapt, or create derivative works of the CONTRACTIZE APIs;
(e) reverse engineer, decode, decompile or disassemble the CONTRACTIZE APIs;
(f) misrepresent the source or ownership of the CONTRACTIZE APIs or remove, obscure, turn dark, transform or any kind produce a image that might cause confusion or alter any copyright, trademark or other proprietary rights notices, falsify or delete any author attributions, legal notices or other labels of the origin or source of the CONTRACTIZE APIs;  
(g) interfere with or disrupt the CONTRACTIZE APIs or the servers or networks providing the CONTRACTIZE APIs or Service.
You must ensure that the Client Properties contain terms of service or use that are consistent with the terms of this Contract.

3.3. APIs and Transaction Limits. In order to use the CONTRACTIZE APIs, you must obtain an API Key via the registration process.
You are solely responsible for all usage associated with your API Key, regardless of whether you have knowledge of such usage.
You will not share your API Key with any third party, shall keep such API Key secure and shall use it as your sole means of accessing the CONTRACTIZE APIs.
We reserve the right to impose certain limits on your use of the CONTRACTIZE APIs, including but not limited to limitations on frequency of access or calls to the CONTRACTIZE APIs, which may be revised by us from time to time in our sole discretion.

3.5. Compliance. We reserve the sole right and discretion to determine whether your use of the Service is in compliance with this Contract, including but not limited to, upon reasonable notice and during standard business hours, conducting an audit of your networks or systems connected to your use of the Service.
We reserve the right to remove any piece of content from the CONTRACTIZE Website and/or the Services, and/or disclose content or other information relating to your use of the Services:
(a) if required to do so by law or in the good faith belief that such action is necessary to conform to the edicts of the law or comply with legal process served on us or this web site;
(b) to protect and defend the rights or property of CONTRACTIZE INC.;  (c) to act in urgent circumstances to protect the security or safety of any users of the Services, users and the public.

  1. Payment.

4.1. Subscription Plan. The CONTRACTIZE APIs are made available, with exceptions, on a subscription basis.
The fees applicable for the CONTRACTIZE APIs (“Fees”) will include but not be limited to the subscription.

4.2. Free Trial. CONTRACTIZE may offer the Service under a limited trial period (Free Trial Period). The Trial Period begins upon registration and will expire within the time period specified on the appropriate link to the offer.
During such Free Trial Period, you are restricted to the monthly Document Request limit of the subscription plan for which you are receiving the free trial. At the end of the Free Trial Period, you will be automatically enrolled in the subscription plan associated with the free trial, and will be charged the applicable monthly Fees for the following month, unless you notify us of your intent to cancel prior to the end of the Free Trial Period.

4.3. No Refunds. All Fees are non-refundable.
You understand and acknowledge that you will not be issued any credits, refunds or pro-rated discounts for unused amounts, even if prepaid via a subscription plan (whether monthly or annual).

  1. Updates.

We may, in our sole discretion, modify, update or change features of the Service for any and all reasons, including for purposes of improving the performance of the CONTRACTIZE APIs.
If you are dissatisfied with any aspect of the CONTRACTIZE APIs at any time, your sole and exclusive remedy is to cease using the CONTRACTIZE APIs and terminate this Contract as set forth in Section 11 below.

  1. Privacy Policy.

We may collect registration and other information about you or your end users through our Services.
Our Privacy Policy governs our collection and use of this information.

  1. Confidentiality.

All technical and non-technical information concerning or related to the Service or any part thereof, including any documentation, source code,  product roadmaps, business and marketing plans, and any information related to the foregoing constitutes our confidential information and property (Confidential Information).
You agree to:
(i) use the Confidential Information only in connection with fulfilling your rights and obligations under this Contract;
(ii) hold the Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with your protection of your own confidential information but not less than reasonable care;
(iii) not disclose the Confidential Information except for disclosures to employees who have a bona fide need to know the Confidential Information and who have entered into written confidentiality obligations no less stringent than those contained in this Contract.
You agree that any unauthorized disclosure of the Confidential Information would cause us irreparable harm, and that in the event of any breach or threatened breach of the above confidentiality obligations, we shall be entitled to seek equitable relief in addition to any other remedy available to us at law or in equity.

  1. Ownership.

We will own and retain all right, title, and interest in and to the Service, CONTRACTIZE APIs, and Confidential Information, including all intellectual property rights contained therein.
You will not remove or destroy any copyright notices, proprietary markings or confidential legends placed upon or contained within the Service or CONTRACTIZE APIs, or any copies thereof.
Except for the express licenses granted in Section 3.1, no other licenses are granted by us whether by implication, estoppel or otherwise, and we hereby reserve all rights not expressly granted herein.
You retain ownership of all intellectual property rights in any content submitted by you in the course of using the Service (Content).
CONTRACTIZE does not claim ownership over any of your Content.
This Contract does not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services to you

  1. Disclaimer and Limitation of Liability

THE SERVICE IS PROVIDED “AS-IS,” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND.
WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THE CORRECTNESS, LEGALITY, COMPREHENSIVENESS, OR ACCURACY OF THE SERVICE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ACCURACY OF THE SERVICE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS CONTRACT.
YOU HEREBY AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK.

CONTRACTIZE AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE CONTRACTIZE APIS OR CUSTOMER DATA, INCLUDING ANY LOSS OF REVENUE, BUSINESS OPPORTUNITIES OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT BE LIMITED TO:
CONTRACT, TORT, COMMON LAW, OR STATUTORY, WHETHER OR NOT CONTRACTIZE OR ITS SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES.
IN NO EVENT WILL CONTRACTIZE’S MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT EXCEED THE TOTAL AMOUNTS PAID BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

 

  1. Indemnification.

You will indemnify, defend, and hold us, our affiliates, and each of our and their respective officers, directors, employees, agents, contractors, licensors, partners and suppliers harmless from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to:
(a) your use of the CONTRACTIZE APIs;
(b) Customer Data, Information or Content;
(c) your Client Properties;
(d) any non-compliance with this Contract by you.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

  1. Termination

This Contract will remain in effect until terminated by either you or us. You may terminate this Contract upon written notice to us.
We may terminate this Contract and your rights to access and use the Service upon notice to you, for any or no reason, including a failure to pay Fees owed or any other breach of this Contract, without liability, in our sole discretion at any time.
In addition, without limiting the foregoing termination rights, we reserve the right, at any time, with or without notice to you, and in our sole and absolute discretion, to temporarily suspend access to the CONTRACTIZE APIs or availability of the Service for:
(a) scheduled or unscheduled maintenance;
(b) purposes of maintaining the security and/or integrity of our network, hardware, or associated systems or those of our third party providers; (c) unplanned technical problems or outages;
(d) the actual or suspected violation of the terms of this Contract by you or any of your end users.
Upon termination, you will immediately cease any and all use of the  CONTRACTIZE APIs services.

  1. General.

12.1. Relationship of the Parties. You acknowledge and agree that you and CONTRACTIZE are operating as independent contractors and not as partners or agents.
Neither party will make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. You understand that we reserve the right to provide the Service to other companies, partners, or individuals, in our sole discretion.

12.2. During this Contract term, you may promote your use of the Service to your users, so long as you do so truthfully and without implying that your use is endorsed or supported by us.

13.3. Marketing and Promotional Use. In the course of promoting, marketing, or demonstrating the CONTRACTIZE APIs or our other products or services, we may publicize that you are using CONTRACTIZE APIs, including but not limited to using your name or logo in presentations, marketing materials, or customer lists or creating marketing materials that show screenshots of the CONTRACTIZE APIs as used on your Client Properties.
You grant us all necessary rights for the foregoing purposes.

13.4. Assignment. You may not assign this Contract or any rights or obligations without our prior written consent and any attempt to do so will be null and void.
We may assign this Contract, in part or in whole, to any entity, for any reason, without notice and without your consent.

13.5. Force Majeure. You understand and agree that we will not be liable to you for any delay or failure to perform hereunder due to circumstances beyond our reasonable control, including acts of God, acts of government, acts of terror, flood, fire, strikes or other labor problems (excluding those involving such party’s employees), Internet or other service disruptions involving hardware, software or power systems not within our possession or reasonable control, virus, malware, trojan horses and denial of service attacks.

13.6. Governing Law. This Contract will be governed and construed under the laws of the State of Florida without regard to conflicts of law provisions.

13.7.  Export Compliance. The CONTRACTIZE APIs are subject to applicable U.S. export laws and regulations. In particular, you acknowledge that the CONTRACTIZE APIs or any part thereof may not be exported or re-exported to, or otherwise used in, any U.S.-embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons or Entity List.
By using CONTRACTIZE APIs, you represent and warrant that you are not located in any such country or on any such list.

13.8. Waiver. No provision of this Contract will be waived by any act, omission or knowledge of ours or our agents or employees except specifically in a writing signed by us.

13.9. Severability. If any provision or part of a provision in the Contract is held to be illegal, invalid, or unenforceable by a court or other decision making authority of competent jurisdiction, then the remainder of the provision will be enforced so as to effect the intention of the parties, and the validity and enforceability of all other provisions in the Agreement will not be affected or impaired.

13.10. Notices. By registering for the Service and accepting this Contract, you consent to receiving and we reserve the right to send you communications or information regarding the Service, including but not limited to:
(a) notices about your use of the Service, including any notices concerning violations of use;
(b) updates;
(c) promotional information and materials regarding our products and services, via electronic mail.
In the event that we send such communications, you will have the opportunity to opt-out of receiving future messages.

13.11. Entire Contract. This Contract constitutes the whole legal understanding between the parties in connection with your use of the Service, and governs such use and replaces and supersedes any prior agreements between the parties, whether written or oral, in connection with the CONTRACTIZE services, systems, platforms and APIs. Except pursuant to Section 2 (Modifications), any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of ours.

Any questions? Please send us an email: hello@contractize.com

 

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