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Terms of Use

Version 1.1
Effective: 1 January 2020

Terms of Use

users.

(2)

If a user represents a company (for example, her or his employer) when he or she buys a subscription for the Software, uses the Software’s free plan or orders its demo version, this company is the Customer. If not, this user is the Customer; and

customers, who upload documents (the “Customers”) and may invite users

(1)

These terms of use (the “Terms”) of Contract.one, Inc (“we”) describes how we provide our software (Contract.one platform, the “Software”) to:

1.1.1

Regulation

1.1

Regulation. Changes to terms of use

have to engage with us in Cross-Border Data Transfer.

(2)

are a Company that is located within an EEA, EU or UK jurisdiction; and

(1)

Standard Contractual Clauses with us will apply to you, if you:

1.2.1

Standard Contractual Clauses

1.2

The Customer or a user (“you”) agree to use it, as specified in the Terms.

a user uses the Software subject to invitation from the Customer.

(2)

uses the Software’s free plan subject to promotion campaign; or

(iii)

orders the demo version of the Software; or

(ii)

buys a subscription for the Software; or

(i)

the Customer —

(1)

These terms apply when:

1.1.2

If you do not accept the changes to the Terms, please, stop using the Software. If you are user, not the Customer, please, instruct the Customer to ask us to delete your account.

1.3.3

If a change of the Terms is material, we will notify you via email.

1.3.2

will post the current version on our website (the “Website”).

(2)

may change the Terms; and

(1)

We:

1.3.1

Changes to Terms

1.3

As long as you comply with the Terms, we give you a limited, non-exclusive, non-transferable, revocable license to use the Software, as described in the Terms.

License

Exception: the Customer doesn’t have to pay the Fee for using the trial version of the Software (Clause 1.1.2(2)) or its free plan (Clause 1.1.2(1)(iii)).

The Customer must pay the fee for using the Software (the “Fee”). The standard Fee may be published on the Website. We will provide you with the applicable Fee’s amount upon your request.

3.1

Fee for using Software

Exception: we will not automatically charge the Fee if you notify us that you would like to cancel or disable auto-renewal.

If your account is set to auto-renewal, we may charge the Fee automatically at the end of the period, which precedes the renewal period.

3.6

Exception: we will on our own pay the taxes based on our net income.

The Customer must pay all the taxes, which relate to the Fee.

3.5

We may change the Fee. We will notify you about it via email in advance.

3.4

The Fee is non-refundable.

3.3

The Customer must pay the Fee for the period of use before the Customer starts to use the Software in this period.

3.2

access the contracts, which you haven't been invited to comment.

(7)

scan or test the Software for vulnerability;

(6)

access or create accounts by any means other than using the interfaces we publicly support;

(5)

provide access to your account to another person;

(4)

abuse our personnel;

(3)

circumvent any security or authentication measures;

(2)

reverse engineer the Software or assist anyone to do it;

(1)

Please, do not:

4.2

interfere with or disrupt any user, host or network (by sending a virus, flooding etc.);

(2)

to violate the law in any way including sending spam messages;

(1)

Please, do not use the Software:

4.1

Acceptable use

We may suspend your access to the Software if your Customer delays paying the Fee (Clause 3.2).

Suspension of Access to Software

5.2

Sections 5.3 (Indemnities) and 5.4 (Limitation and Exclusion of Liability) will survive after we terminate your access to the Software.

5.1.2

you violate the Terms.

(3)

a manner, which causes a risk of damages to us or other users;

(ii)

in breach of law;

(i)

we reasonably believe you use the Software —

(2)

if we are required to do it by law; or

(1)

We may at our discretion terminate your access to the Software with or without notice:

5.1.1

Termination of Access to Software

5.1

Liability

using the Software, including using, which violates the Terms.

(2)

to the information, which you have uploaded;

(1)

The Customer must indemnify us against any losses, damages and expenses, which relate:

Indemnities

5.3

Except for payment obligations, neither we nor you will be liable for improper performance if it was caused by an issue, which is beyond our or your control.

5.4.3

Our liability will not exceed 300 % of the monthly Fee.

5.4.2

any losses or damages, which arise from your failure to keep confidential the password from your account.

(2)

for any indirect and exemplary damages, including, for example, loss of profit, data or business opportunity, business interruption;

(1)

We will not be liable under any theory of liability (contract, tort, statutory or any other):

5.4.1

Limitation and Exclusion of Liability

5.4

We provide you with the Software on an “as is” and “as available” bases. We don’t make any warranties, which relate to the Software, including that it will be uninterrupted or error-free.

6.2

its users will comply with the Terms.

(2)

that its representative, who has bought a subscription for the Software (Clause 1.1.2.(1)(i)) or ordered its demo version (Clause 1.1.2(1)(ii)) has the necessary powers to act on its behalf — if the Customer is a legal entity;

(1)

The Customer warrants:

6.1

Customer’s warranties. Absence of our warranties

Please, contact us at global@contract.one, if you have any questions, comments or requests, which relate to the Terms.

Contact

7.12

The Terms regulate all the conditions of interaction between us and you, which relates to using the Software. They supersede all our prior oral and (or) written agreements.

Entire Agreement

7.11

There are no partnership relations between us and you. We and you are not agents of each other.

7.10.2

No one except us, Customers and users acquire rights subject to the Terms.

7.10.1

Rights only for us, Customers and Users. No Partnership and Agency Relations

7.10

We may assign any rights or obligations under the Terms without sending you a notice due to a merger, acquisition, reorganization, sale of all or substantial part of our assets.

7.9.2

You may not assign any rights or obligations under the Terms.

7.9.1

Assignment

7.9

We will ask you to select a username for your account. We may refuse to grant you a username or revoke it for any reason at our discretion, for example, if we reasonably believe that such username is offensive or is protected by a trademark.

Username Refusal or Revocation

7.8

We are not a law firm and using the Software does not create an attorney-client relationship. We do not provide you with legal advice via the Software. If you need a legal advice, please, contact a licensed attorney.

No Attorney-Client Relationship

7.7

may not bring a claim in a class action.

(2)

may resolve disputes with us only on an individual basis; and

(1)

You:

7.6.5

We and you will bring any judicial proceedings to resolve claims, which relate to the Terms or the Software, to the competent court of the State of Delaware.

7.6.4

We and you will try to resolve any dispute informally. If you have any concerns, please, contact us at global@contract.one. If we and you fail to resolve a dispute within 30 days after we received your email, we or you may start formal proceedings.

7.6.3

The Software is not intended to be applied for consumer purposes, so consumer laws will not be applied.

7.6.2

The Terms will be governed by the law of the State of Delaware.

7.6.1

Governing Law. Disputes Resolution

7.6

If a provision of the Terms is found unenforceable, we will modify it to reflect our intention. The remaining provisions of the Terms will retain effect.

Severability

7.5

contact us only if your own information is not enough.

(2)

answer it using your own information;

(1)

If you receive a request about using the Software from another Customer, user or someone else, please:

Requests to you

7.4

Please, do not use the Software if you are under the age of 18.

Age Requirements

7.3

Sometimes we release the Software features, which we are still testing and evaluating. These features will be marked as beta or in a similar way and may not be as reliable as the standard features, so please, keep that in mind.

Beta Features

7.2

The definitions, which are used in the Terms, have the same meaning in the Contract.one, Inc’s Privacy Policy, unless the Privacy Policy specifies another meaning for such definitions.

7.1.3

Website has the meaning, which is specified in Clause 1.3.1(2).

(7)

We has the meaning, which is specified in Clause 1.1.1;

(6)

You has the meaning, which is specified in Clause 1.1.2;

(5)

Terms has the meaning, which is specified in Clause 1.1.1;

(4)

Software has the meaning, which is specified in Clause 1.1.1;

(3)

Fee has the meaning, which is specified in Clause 3.1;

(2)

Customers has the meaning, which is specified in Clause 1.1.1(1);

(1)

Definitions in the Terms have the following meanings:

7.1.2

References to Sections and Clauses are references to sections and clauses of these Terms. The term “including” (and other similar expressions) means “including without limitation”.

7.1.1

Interpretation

7.1

Other provisions

Anton Vashkevich,
President and CEO