This page summarizes the Terms of Service governing your use of the Contracts Connected platform. The governing legal document is the ContractsConnected, LLC Cloud Service Agreement, Standard Terms, published at legal.contractsconnected.com/terms-of-service. Contracts Connected’s e-signature features are separately governed by the E-Signature Terms. If anything on this page ever differs from those published agreements, the published agreements control.
Where Customer has signed an Order Form with Contracts Connected, that Order Form together with the governing Cloud Service Agreement controls Customer’s subscription and use of the platform. On this page, “Provider” means ContractsConnected, LLC, and “Customer” means the organization that holds the Order Form or account. “Users” means the individuals Customer authorizes to access the platform under its account.
1. Service
In short: This section covers what Customer can do with the Cloud Service, how support works, who is responsible for user accounts, how Provider can use feedback and usage data, how Provider handles the content Customer uploads, and how usage data and content may be used to develop AI.
1.1 Access and Use
During the Subscription Period and subject to the terms of the Agreement, Customer may access and use the Cloud Service, and copy and use included Software and Documentation only as needed to access the Cloud Service, in each case for internal business purposes. Customer Affiliates may enter separate Order Forms creating independent agreements. Customer is not responsible for its Affiliates’ agreements.
1.2 Support
During the Subscription Period, Provider will provide Technical Support as described in the applicable Order Form.
1.3 User Accounts
Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with the Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider of any suspected fraudulent activity or credential compromise.
1.4 Feedback and Usage Data
Customer may optionally provide Feedback, which is given “as is” with no restrictions on Provider’s use. Provider may collect and analyze Usage Data to maintain, improve, and promote its products. Usage Data disclosed to third parties must be aggregated and de-identified.
1.5 Customer Content
Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product. Customer is responsible for the accuracy and content of all Customer Content submitted.
1.6 Machine Learning
Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models. Customer authorizes this processing subject to the following conditions.
- Usage Data and Customer Content must be aggregated before use for machine learning purposes.
- Provider will apply commercially reasonable, industry standard de-identification efforts.
- Personal Data obligations under Applicable Data Protection Laws remain unaffected.
- AI-generated outputs may be inaccurate and are not a substitute for human oversight.
2. Restrictions & Obligations
In short: This section lists what Customer and Users are not allowed to do with the platform, and when Provider can temporarily suspend access.
2.1 Restrictions on Customer
Except as expressly permitted, Customer will not, and will not permit others to:
- Reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Product.
- Sell, sublicense, lend, distribute, rent, or allow unauthorized third party access to the Product.
- Remove proprietary notices or labels, or copy, modify, or create derivative works.
- Conduct security or vulnerability tests, interfere with operations, or circumvent access restrictions.
- Use the Product to develop a competing service or product.
- Use the Product for High Risk Activities or activities prohibited by Applicable Laws.
- Upload Customer Content to which Customer or Users do not hold the proper rights.
All use must comply with the Documentation and any Use Limitations.
2.2 Suspension
Provider may temporarily suspend Customer’s access if Customer has an outstanding undisputed balance exceeding 30 days, breaches Section 2.1, or uses the Product in a manner that materially and negatively impacts the Product or other users. Provider will attempt to provide prior notice when practical. Access will be reinstated only once the underlying issue is resolved.
3. Privacy & Security
In short: Customers submitting GDPR-governed personal data need a Data Processing Agreement with Provider, and certain especially sensitive data cannot be submitted to the platform unless the Order Form says otherwise.
3.1 Personal Data
Before submitting Personal Data governed by GDPR, Customer must enter into a Data Processing Agreement (DPA) with Provider. Where a DPA exists, its terms govern all Personal Data rights and obligations and control in the event of any conflict with the Agreement.
3.2 Prohibited Data
Customer will not submit Prohibited Data to the Product unless expressly authorized by the applicable Order Form. Prohibited Data includes protected health information, financial account numbers, government ID numbers, GDPR special category data, and other sensitive categories defined by Applicable Data Protection Laws.
4. Payment & Taxes
In short: Fees are billed automatically in U.S. dollars and are non-refundable except where a specific termination right allows a prorated refund, Customer covers applicable taxes, late payments accrue interest, and any fee dispute has to be raised before payment is due.
4.1 Fees
All Fees are in U.S. Dollars. Except for prorated refunds permitted upon specific termination rights, Fees are non-refundable.
4.2 Automatic Payment
Customer authorizes Provider to automatically charge the payment method on file according to the applicable Order Form. Provider will make transaction history available to Customer.
4.3 Taxes
Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes in an invoice. Customer is not responsible for Provider’s income taxes.
4.4 Late Payment & Interest
If Customer does not pay undisputed fees within the Payment Period, interest accrues on overdue amounts at 1.5% per month, or the maximum rate permitted by Applicable Laws, whichever is less. Customer will reimburse Provider for all costs of collection, including attorneys’ fees.
4.5 Payment Disputes
Customer must notify Provider of any good faith fee disagreement before payment is due, or within 30 days of an automatic charge, and must pay all undisputed amounts on time. The parties will work to resolve disputes within 15 days. Unresolved disputes may be pursued through available legal remedies.
5. Term & Termination
In short: Order Forms auto-renew unless either side gives notice, either party can terminate for uncured breach or insolvency, either party can terminate for a long outage caused by force majeure, and termination triggers content deletion, return of confidential information, and a final invoice.
5.1 Order Form Term
Each Order Form begins on the Order Date, continues through the Subscription Period, and automatically renews for additional Subscription Periods unless either party provides written notice of non-renewal before the Non-Renewal Notice Date specified in the Order Form.
5.2 Termination for Cause
Either party may terminate immediately upon a material breach not cured within 30 days of written notice, insolvency, dissolution, or bankruptcy proceedings continuing more than 60 days, or an assignment for the benefit of creditors.
5.3 Force Majeure Termination
Either party may terminate an affected Order Form if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will issue a prorated refund of any prepaid Fees for the remaining Subscription Period.
5.4 Effect of Termination
Upon expiration or termination, Customer loses all rights to use the Product, Provider will delete Customer Content within 60 days upon request, each party will return or destroy the other’s Confidential Information, and Provider will issue a final invoice for all accrued Fees.
6. Representations & Warranties
In short: Both sides confirm they are legally able to enter the Agreement and will follow applicable law, and Provider promises not to materially reduce the platform’s general functionality during the Subscription Period.
6.1 Mutual Warranties
Each party represents that it has legal power and authority to enter the Agreement, it is duly organized and in good standing, and it will comply with all Applicable Laws in performing its obligations.
6.2 Provider Warranty
Provider warrants that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period. If functionality is materially reduced and Provider cannot restore it within 45 days of notice, Customer may terminate the affected Order Form and receive a prorated refund.
7. Disclaimer of Warranties
In short: Outside the specific promises in Section 6, the platform is provided without other guarantees, to the extent the law allows.
Provider makes no guarantees that the Product will always be safe, secure, or error free, or that it will function without disruptions, delays, or imperfections. Except for the express warranties in Section 6, Provider and Customer each disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by Applicable Laws.
8. Limitation of Liability
In short: Each side’s total liability is capped, neither side owes the other for lost profits or indirect damages, and these limits do not apply to Increased Claims or to a breach of confidentiality.
8.1 General Cap
Each party’s total cumulative liability for all claims arising from the Agreement is capped at 0.5 times the fees paid or payable by Customer in the 12 month period immediately preceding the claim.
8.2 Damages Waiver
Under no circumstances will either party be liable for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages, even if informed of the possibility in advance.
8.3 Exceptions
The General Cap does not apply to Increased Claims. The Damages Waiver does not apply to Increased Claims or to a breach of Section 10 (Confidentiality). Nothing limits liability to the extent prohibited by Applicable Laws.
9. Indemnification
In short: Provider defends Customer against third party IP claims about the Cloud Service, Customer defends Provider against claims about Customer Content or Customer’s breach of the restrictions in Section 2.1, and both sides follow the same notice and control procedure.
9.1 By Provider
Provider will indemnify, defend, and hold harmless Customer against third party claims that the Cloud Service, when used in accordance with the Agreement, infringes or misappropriates any intellectual property or proprietary rights.
9.2 By Customer
Customer will indemnify, defend, and hold harmless Provider against claims that Customer Content infringes third party rights, or that arise from Customer’s breach, or alleged breach, of Section 2.1.
9.3 Procedure
Indemnification obligations require the Protected Party to promptly notify the Indemnifying Party of each claim, provide reasonable assistance at the Indemnifying Party’s expense, and grant sole control over defense and settlement. No settlement may include an admission of fault without the Protected Party’s prior written consent.
10. Confidentiality
In short: Each side protects the other’s confidential information, with standard carve outs for information that was already known, becomes public, or is independently developed, and confidential information can still be shared with the people who need it to do the work or when the law requires it.
10.1 Non-Use and Non-Disclosure
Except as authorized or necessary to perform obligations under the Agreement, Recipient will not use or disclose Discloser’s Confidential Information. Recipient will protect Confidential Information using at least the same safeguards it applies to its own similar information, and no less than a reasonable standard of care.
10.2 Exclusions
Confidential Information excludes information that Recipient already knew without a confidentiality obligation, that is or becomes publicly available through no fault of Recipient, that Recipient receives from an authorized third party without restriction, or that Recipient independently develops without reference to Discloser’s information.
10.3 Required Disclosures
Recipient may disclose Confidential Information to the extent required by law, provided that, unless prohibited, Recipient gives Discloser reasonable advance notice and cooperates with efforts to obtain confidential treatment.
10.4 Permitted Disclosures
Recipient may share Confidential Information with Users, employees, advisors, contractors, and representatives who need to know the information to help perform obligations under the Agreement. Recipient is responsible for their compliance with this Section 10.
Electronic signatures
Contracts Connected’s e-signature feature is governed by a separate document, the E-Signature Terms. It covers your Contracts Connected account, acceptable use of the e-signature and related Services, disclaimers and limits on liability, indemnification, how the Services can change or end, governing law, billing and renewal, ownership of intellectual property, the use of e-signature features on documents, and file storage.
Two points from the E-Signature Terms carry directly into how you use the platform. First, where Contracts Connected provides file storage as part of the Services, you have 30 days from the effective date of termination to request your files for download in their native format. After that 30-day window, Contracts Connected has no obligation to keep or provide those files and will delete them unless the law prohibits deletion. Second, the E-Signature Terms are governed by the laws of Delaware, and both you and Contracts Connected submit to the exclusive jurisdiction of the Delaware courts for disputes arising under them.
Read the full E-Signature Terms for the complete terms and conditions that apply to e-signatures.
Contact
ContractsConnected, LLC. Questions about these Terms of Service can be sent to support@contractsconnected.com.