TERMS OF USE

Thanks for using ContractSafe’s products and services (“Services”).

These Terms of Use (“TOU” or “Terms”) contain the terms under which ContractSafe and its affiliates provide their Services to you and describe how the Services may be accessed and used. For those purchasing our Services, these Terms include the Data Processing Addendum which is incorporated by reference.

You indicate your agreement to these Terms (and Data Processing Addendum) by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

1. Fees and Payments

1.1. Fees for Services. You agree to pay to ContractSafe any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Subscriptions. Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically annual or monthly, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through the Services, or by contacting us at support@ContractSafe.com. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating.

1.3. Taxes. Unless otherwise stated, you are responsible for any taxes (other than ContractSafe’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay ContractSafe for the Services without any reduction for Taxes. If ContractSafe is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide ContractSafe with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.

1.4. Price Changes. ContractSafe may change the fees charged for the Services at any time, provided that: (a) for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle, and (b) your Subscription fee shall not increase by more than 5% per year for the same Subscription level.

2. Availability, Security, Privacy and Confidentiality

2.1. Availability and Security. We will use commercially reasonable efforts to: (a) make the Website available for use not less than 99.5% of the time each month, 24 hours a day, 7 days a week, except for minimal planned downtime (e.g., for maintenance) and events outside of our reasonable control; and (b) maintain the security and integrity of the Services and your Content (defined below) using the capabilities of currently available technologies as described on our website.

2.2. Privacy. In the course of using the Services, you may submit content to ContractSafe (including your personal data, documents and the personal data and documents of others) or third parties may submit content to you through the Services (your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. ContractSafe’s Privacy Policy, together with any Service-specific data use policies, privacy statements and privacy notices (collectively, “privacy policies”), detail how we treat your Content and personal data and we agree to adhere to those privacy policies. If you are purchasing our Services, you also agree to the terms of our Data Processing Addendum and will provide the information necessary to agree to the Data Processing Addendum.

2.3. Confidentiality. ContractSafe will treat your Content as confidential. This means that we will protect this information with the same degree of care that we would protect our own confidential information and disclose it or use it as necessary to provide or administrate the Services or otherwise as permitted in these Terms (including our privacy policies). ContractSafe may disclose such information and any other of your information confidential in nature to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of these Terms. However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by ContractSafe); (b) was lawfully known to ContractSafe before receiving it from you; (c) is received by ContractSafe from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by ContractSafe without incorporating your Content or (e) as required by applicable law, subject to the terms of our privacy policy.

2.4. Consent to Contact You. You hereby consent to ContractSafe contacting you by any means, including without limitation by email, text and phone. I understand that consent is not a condition of purchase.

3. Your Content

3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. ContractSafe does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

3.2. Limited License to Your Content. You grant ContractSafe a worldwide, royalty free license to use, reproduce, modify, adapt and create derivative works from your Content, but only for the limited purposes of providing the Services, to you and as otherwise permitted by these Terms and ContractSafe’s privacy policies. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide ContractSafe with feedback about the Services, we may use your feedback without any obligation to you.

4. ContractSafe IP

4.1. ContractSafe IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use ContractSafe’s trademarks or other brand elements.

5. User Content

5.1. User Content. You are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. ContractSafe is not responsible for any actions you take with respect to your Content, including sharing it publicly.

6. Account Management

6.1. Keep Your Password Secure. You are responsible for safeguarding your ContractSafe password and any other credentials used to access that account. You, and not ContractSafe, are responsible for any activity occurring in your account (including, without limitation, any activity by additional users of your account), whether or not you authorized that activity.  If you become aware of any unauthorized access to your account, you should notify ContractSafe immediately.

6.2. Keep Your Details Accurate. ContractSafe occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.

7. User Requirements

7.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with ContractSafe. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation and that you have duly authorized your agent to bind you to these Terms.

8. Acceptable Uses

8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.

8.2. Your Responsibilities. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:

(a) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.

(b) You may not circumvent or attempt to circumvent any limitations that ContractSafe imposes on your account (such as by opening up a new account to use the Services in a way that we have already deemed a Terms violation).

(c) Unless authorized by ContractSafe in writing, you may not probe, scan, or test the vulnerability of any ContractSafe system or network.

(d) Unless permitted by applicable law, you may not deny others access to, or reverse engineer the Services, or attempt to do so.

(e) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.

(f) You may not engage in abusive or excessive usage of the Services, including, without limitation, usage that is significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. ContractSafe will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to ContractSafe.

(g) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.

(h) Unless authorized by ContractSafe in writing, you may not resell or lease the Services.

(i) If your use of the Services requires you to comply with industry- or geography-specific regulations applicable to such use, you will be solely responsible for such compliance. You may not use the Services in a way that would subject ContractSafe to those industry- or geography-specific regulations without obtaining ContractSafe’s prior written agreement.

(j) If ContractSafe provides you with any confidential information regarding the Services (including, without limitation, any SOC or other third party certification report or documentation, and any vulnerability or penetration test reports or results) you agree to hold said information strictly confidential, to not disclose it to any third party, and to use it solely for the purpose of evaluating the ContractSafe Services.

9. Term, Termination of Services

9.1. Term. The term of these Terms shall start when first accepted by you and continue in effect until all Services have expired or been terminated as set forth in these Terms. Sections 2.2-2.4, 3-5, 9, and 11-13 shall survive the expiration or termination of these Terms. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating your contract with us for breach and have so notified us in writing, or unless a refund is required by law.

9.2 Termination for Breach. Either party may terminate these Terms immediately and without penalty, upon providing written notice thereof to the other party, if the other party materially breaches these Terms and, if such breach is curable, fails to cure such breach within thirty (30) days after receiving written notice reasonably describing the breach from the non-breaching party (except that the applicable cure period shall be fifteen (15) days with respect to a breach by you of your payment obligations hereunder). In the event of your material breach, ContractSafe may, depending on the severity of the breach, immediately suspend your access to and use of the Services, to the extent and for as long as ContractSafe reasonably determines is necessary to resolve the issue and cure the breach.  ContractSafe will notify you of any such suspension within a reasonable period of time, via email or telephone.

9.3 Effects of Termination. Upon any termination of these Terms or any termination or expiration of any Services: (a) all Services and rights and licenses granted to you herein to the Services shall automatically terminate and be revoked; (b) You shall immediately cease use of the Services; (c) each party shall immediately discontinue all use of the other party’s confidential information and return to the other party (or, at the other party’s option, destroy) all copies of the other party’s confidential information then in such Party’s possession or control; and (d) you shall promptly pay to ContractSafe all outstanding amounts that accrued or became payable through the effective date of termination or expiration. Any termination of this Agreement shall simultaneously terminate any Services then in effect.

9.4. Return of Customer Content. The Services include functionality for you to download a copy of the Content then stored in your account. In addition, if requested by you within thirty (30) days after the effective date of termination of these Terms or termination or expiration of any applicable Services, ContractSafe will (provided that you have paid ContractSafe any outstanding amounts then due and payable) make available to you a file of your Content (with metadata in comma separated value (.csv) format, and documents or other files in the native format in which they are then stored in the Solutions (e.g., .docx or .pdf)). After such thirty (30) day period, ContractSafe shall have no obligation to maintain or provide your Content and may, unless prohibited by applicable law, delete your Content in its systems or otherwise in its possession or control.

10. Changes and Updates

10.1. Changes to Terms. ContractSafe may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. ContractSafe may also provide notification of changes on its blog or via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require ContractSafe to obtain your consent to such changes, or to provide you with sufficient advance notice of them. In addition, no changes will negatively impact your pricing, scope of liability or rights and remedies upon termination without your prior consent. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

10.2. Changes to Services. ContractSafe constantly changes and improves the Services. ContractSafe may add, alter, or remove functionality from a Service at any time without prior notice. ContractSafe may also limit, suspend, or discontinue a Service at its discretion. Nevertheless, we will not, except as expressly provided elsewhere in these Terms, (a) materially and significantly reduce or decrease the functionality and features included in your subscription or (b) cease offering any of such functionality and features without offering a substitute of comparable functionality and features.

11. Disclaimers, Limitations of Liability and Indemnification

11.1. Disclaimers. While it is in ContractSafe’s interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND CONTRACTSAFE DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

11.2. Exclusion of Certain Liability. NOTWITHSTANDING ANYTHING IN THESE TERMS OR ANY OTHER AGREEMENT BETWEEN THE PARTIES TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, DATA LOSS, DAMAGE OR DISCLOSURE, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE), REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY WITHOUT REGARD TO WHETHER ANY PROVISIONS OF THESE TERMS HAVE BEEN BREACHED, HAVE PROVEN INEFFECTIVE, OR HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11.3. Limitation of Liability. IN ANY EVENT (BUT WITHOUT LIMITING ANY AMOUNTS RIGHTFULLY OWED BY YOU TO US THAT HAVE NOT YET BEEN PAID), THE CUMULATIVE, AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT (EXCLUDING SECTIONS 11.4 AND 11.5 HEREIN), TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO CONTRACTSAFE BY YOU UNDER THE APPLICABLE SUBSCRIPTION RELATED TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH LIABILITY AROSE; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT APPLY TO INTENTIONAL MISCONDUCT BY EITHER PARTY.

11.4 Infringement Indemnification. ContractSafe shall defend, indemnify, and hold you harmless from and against any claims, actions, and other proceedings (“Claims”), and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any Claims by any third party that the Services (excluding your Content and other material provided by you or included at your direction) infringes a valid U.S. copyright or U.S. patent issued as of the start date of the applicable Subscription. In the event of such a Claim, if ContractSafe determines that an affected Service is likely, or if the Service is determined in a final, non-appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of the start date of the applicable Subscription, ContractSafe will, in its discretion: (a) replace the affected Service; (b) modify the affected Service to render it non-infringing; or (c) terminate these Terms or the applicable Subscription and refund to you any prepaid fees for the then-remaining or unexpired portion of the Subscription. Notwithstanding the foregoing, ContractSafe shall have no obligation to indemnify, defend, or hold you harmless from any Claim to the extent it is based upon: (i) a modification to any Services by you (or by anyone under your direction or control or using logins or passwords assigned to you); (ii) a modification made by ContractSafe pursuant to your required instructions or specifications or in reliance on materials or information provided by you; or (iii) your use (or use by anyone under your direction or control or using logins or passwords assigned to you) of the Services other than in accordance with these Terms. This Section 11.4 sets forth your sole and exclusive remedy, and our entire liability, for any Claim that the Services or any other materials provided by us violate or infringe upon the rights of any third party.

11.5 Third Party Claims. You shall defend, indemnify, and hold ContractSafe harmless from and against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) your (or that of anyone authorized by you or using logins or passwords assigned to You) use or modification of the Services; (b) any Content; or (c) your violation of applicable law.

11.6 Defense. With regard to any Claim subject to indemnification pursuant to this Section 11: (a) the party seeking indemnification shall promptly notify the indemnifying party upon becoming aware of the Claim; (b) the indemnifying party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c) the indemnified party shall reasonably cooperate with the indemnifying party regarding such Claim. Nevertheless, the indemnified party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying party’s prior written consent. The indemnifying party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified party without the prior written consent of the indemnified party.

11.7 Alerts and Reminders.  ContractSafe may from time to time provide automatic alerts, voluntary account-related alerts and reminders (collectively “Alerts”). Automatic alerts may be sent to you following certain changes to your account or information, such as a change in your Registration Information.  You understand and agree that any Alerts provided to you through the Services may be delayed or prevented by a variety of factors. ContractSafe will make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any Alert. ContractSafe shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an Alert; or for any actions taken or not taken by you or any third party in reliance on an Alert.

11.8 Electronic Transactions.  Certain consumer legal protections may impose special requirements on electronic transactions involving consumers.  You undertake to determine if a “consumer” is involved, and to comply with all legal requirements. ContractSafe will not be responsible: (a) to determine if any particular transaction involves a “consumer;” (b) for any consent and disclosure requirements imposed on such transactions; or (c) otherwise to comply with any such special requirements.

11.9 Electronic Signatures.  The Services may include access to our online electronic signature feature (“eSignature”). You are solely responsible for the content, quality, format, and enforceability of any document signed with eSignature. Certain types of documents may be excepted from electronic signature laws (e.g. wills and agreements pertaining to family law) or may be subject to governmental regulations regarding electronic signatures and records.  ContractSafe will not be responsible to determine if any document is subject to specific governmental regulations or to electronic signature laws exceptions. By using eSignature, you agree to conduct business transactions with electronic documents and electronic signatures. You are under no obligation to transact business electronically using eSignature. To withdraw consent to conduct electronic transactions, simply stop using eSignature and contact the document sender to discuss other options.

12. Contracting Entity; Binding Arbitration; Class Action Waiver

12.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, ContractSafe LLC.

12.2. Contracting Entity. References to “ContractSafe”, “we”, “us”, and “our” are references to ContractSafe LLC, located at 23823 Malibu Road, Suite 50-197 Malibu CA 90265.

12.3. Governing Law. These terms are governed by the laws of the State of California (without regard to its conflict of laws provisions).

12.4. Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Los Angeles County, California, and the federal courts located in the Southern District of California with respect to the subject matter of those terms.

12.5. Exclusive Forum for Resolving Disputes.  ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THESE TERMS OF USE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY AGREEING TO THESE TERMS AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND CONTRACTSAFE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.  To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to ContractSafe LLC, 23823 Malibu Road, Suite 50-197, Malibu CA 90265 (“ContractSafe Mailing Address”). Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. The payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules; provided, however, that the losing party shall be responsible for all legal and arbitration fees and expenses, and shall reimburse the other party for all such fees and expenses it has incurred in the matter. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 21 shall survive expiration, termination or rescission of the Terms.

13. Other Terms

13.1. Assignment. Neither party may assign, delegate, or otherwise transfer these Terms or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other party (such consent not to be unreasonably withheld); provided, however, that either party may assign these Terms without the other party’s consent in the event of a sale of all or substantially all of its assets or in the event of a merger, corporate reorganization or business consolidation of the party (but excluding any assignment by you to a competitor of ours). These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.2 Entire Agreement. These Terms constitute the entire agreement between you and ContractSafe, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.

13.3. Force Majeure. Except for payment obligations hereunder, and notwithstanding anything in these Terms to the contrary, neither party shall be liable, or deemed to be in default, for any delay or failure in its performance hereunder, to the extent such delay or failure results from causes beyond the party’s reasonable control, including acts or omissions of the other party or third parties not under the direction or control of such party, acts of God, terrorism, war, civil insurrection, strikes or other organized labor interruption, third-party communications or Internet failures or interruptions, mechanical, electronic or other utility interruptions or failures, fire, explosions, floods, or other natural disasters, or any similar cause.

13.4. Independent Contractors. The relationship between you and ContractSafe is that of independent contractors, and not legal partners, employees, or agents of each other.

13.5. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

13.6. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

13.7. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

13.8. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.

Effective: December 15, 2023