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Terms of Use

CONTRAXAWARE ENTERPRISE TERMS

Last Modified: October 29, 2018

1 Your Acceptance

Welcome to the ContraxAware Enterprise Terms This is an agreement quotAgreementquot between ContraxAware Inc quotContraxAwarequot the owner and operator of wwwcontraxawarecom and the ContraxAware website software components and any associated services offered collectively the quotPlatformquot and you quotyouquot quotyourquot or quotuserquot a user of the PlatformbrThroughout this Agreement the words ContraxAware us we and our refer to our company ContraxAware as is appropriate in the context of the use of the wordsbrBy clicking I agree accessing or using the Platform you agree to be bound by this Agreement and the Privacy Policy We may amend our Terms of Use or the Privacy Policy and may notify you when we do so PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR RIGHTS If you do not agree to the Terms of Use or the Privacy Policy please cease using our Platform immediatel

2 User Information and Accounts

Usernbspmay be required to register on the Platform before accessing portions of the Platform Your information will be collected and disclosed in accordance with our Privacy Policy All users are required to provide truthful and accurate information when registering for our Platform and must be over the age of 18 We reserve the right to verify all user credentials and reject any users where applicable You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account You agree to notify ContraxAware immediately of any unauthorized use of your account or any other breach of security ContraxAware will not be liable for any losses you incur as a result of someone else using your password or account either with or without your knowledge

3 Access

after registering we shall grant you access to Platform as permitted by us and in accordance with this Agreement All rights not explicitly granted are reserved for ContraxAware Where you access this Platform through an electronic device or a web browser we grant you access to the Platform at our discretion If you breach this Agreement your access or license to use our Platform may be terminated at our discretion Additionally we may revoke your access to use our Platform if we believe that your actions may harm us our business interests or any third party rights Failure by us to revoke your access does not act as a waiver of your conduct

4 Platform and Services

The ContraxAware Platform is the website software components and any associated services offered The Platform may offer services including but not limited to contract management contract tracking electronic signature contract workflow assistance and contract authoring ldquoContraxAware Servicesrdquo Any ContraxAware Services offered via the Platform may change at any time and we reserve the right to change update add remove or suspend our Platform ornbspany portions thereof or the ContraxAware Services at our sole discretion We maynbspbut are not required to provide you any notice of changes to the Platform We will not be liable to you or any third party for any modification price change suspension or discontinuance of any portion of our Platform and any ContraxAware Services Please be aware that any ContraxAware Services are ldquoas-isrdquo and ldquoas-availablerdquonbsp

5 Third Party Integrations

The ContraxAware Services may offer integrations with third party software ldquoThird Party Softwarerdquo Please be aware that ContraxAware is not affiliated with any companies that own the Third Party Software and the availability of such integration is not an endorsement or recommendation to use any Third Party Software The Third Party Software is controlled by companies that are not under the control of ContraxAware and ContraxAware shall have no ability to control the availability of or your access to any Third Party Software You agree to release us from any liability related to your use of any Third Party Software In order to use any Third Party Software you may be required to agree that companyrsquos Terms of Use We are not a party to any contracts that you enter into with any companies that control any Third Party Software

6 E-Signatures

The ContraxAware Services may allow users to sign documents through e-signatures Such e-signatures are subject to the United States Electronic Signatures in Global and National Commerce Act ldquoE-Signrdquo By using any e-signature features you agree that your e-signature is legally binding and enforceable and such e-signature is a substitute for a paper based signature

7 Privacy Policy

We value your privacy and understand your privacy concerns Our Privacy Policy is incorporated into this Agreement and it governs your submission of information to our Platform Please review our Privacy Policy so that you may understand our privacy practices All information we collect is subject to our Privacy Policy and by using the Platform you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy

8 Use of the Platform

When using our Platform users are responsible for your use You agree to the following bull You will not copy distribute or disclose any part of the Platform in any medium including without limitation by any automated or non-automated ldquoscrapingrdquo bull You may not attempt to interfere with compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform bull You may not use any robot spider crawler scraper or other automated means or interface not provided by us to access the Platform or to extract data bull You may not use automated bots or other software to send more messages through our Platform than humanly possible bull You may not use the Platform on a computer that is used to operate nuclear facilities life support or other mission critical applications where life or property may be at stake bull You may not decompile reverse engineer disassemble modify or create derivative works or im

9 User Content

Your ability to submit or transmit any information through the Platform including but not limited to contracts data written content images videos or any other information will be referred to as ldquoUser Contentrdquo throughout this Agreement Please be aware that we are not required to host display migrate or distribute any of your User Content and we may refuse to accept or transmit any User Content You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted We provide industry standard security but we cannot guarantee the absolute safety and security of any such User Content Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified edited or removed at our discretion When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid fo

10 User Content Requirements

User represents and warrants the following 1 User owns or has properly licensed all User Content provided 2 the User Content does not and will not infringe on any copyright moral right trademark or other intellectual property right and will not violate any right of privacy or right of publicity 3 the User Content offered does not violate any federalnbspstate or local laws or any third party agreements 4 User has the sole exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the User Content and has clear title to any other subsidiary materials contained in the User Content 5 User has the absolute right to grant to ContraxAware all rights licenses and privileges granted to or vested in ContraxAware under this Agreement and 6 there are no existing anticipated or threatened claims or litigation that would adversely affect or impair the use of any of the User Content

11 Monitoring User Content

ContraxAware shall have the right but not the obligation to monitor all User Content on the Platform at all times to determine compliance with this Agreement and any guidelines established by us Without limiting the foregoing ContraxAware shall have the right but not the obligation to remove any User Content that ContraxAware deems necessary at its sole discretion For example we may remove User Content if we believe that any User Content may harm us or our business interests or violate any laws or regulations We have no obligation to retain or provide you with copies of any User Content after your termination of this Agreement

12 Migration

At the cessation of your Paid Subscription defined below ContraxAware may offer data migration services for User Content Please be aware that any data migration services are offered at ContraxAwarersquos sole discretion and an additional fee may be required for such services

13 Platform Availability

Although we try to provide continuous availability to you we do not guarantee that the Platform will always be available work or be accessible at any particular time Specifically we do not guarantee any uptime or specific availability of the Platform You agree and acknowledge that the Platform uses remote access and may not always be either 100 reliable or available

14 Modification of Platform

We reserve the right to alter modify update or remove the Platform or any portions thereof at any time We may conduct such modifications to our Platform for security reasons intellectual property legal reasons or various other reasons at our discretion and we are not required to explain such modifications or provide you access to previous versions of our Platform For example we may provide updates to fix security flaws or to respond to legal demands Please note that this is a non-binding illustration of how we might exercise our rights under this section and nothing in this section obligates us to take measures to update the Platform for security legal or other purposes

15 Platform Security

ContraxAware implements administrative physical and technical safeguards for protection of the security confidentiality and integrity of your information and all User Content Those safeguards used are based on industry standards Aside from such industry standard safeguards ContraxAware can make no guarantees regarding any Platform security or any User Content security

16 Services and Support

At ContraxAware we aim to provide 247 customer support for any issues you are experiencing with the Platform However at times immediate support may be unavailable and we will aim to return your support questions within one business day When you are having any issues please contact us at supportcontraxawarecom

17 Payments

You hereby agree to pay for all costs fees and expenses listed when using our Platform and any ContraxAware Services User authorizes ContraxAware or its third party payment processors to charge the credit card on file in the User39s account for such amounts listed Please be aware that we use third party payment processors to processnbspcredit card information Depending on the transaction you selected or services requested ContraxAware may charge you on a one-time or a recurring basis All information that you provide in connection with a purchase or transaction must be accurate complete and current

18 Free Trials

You may be able to participate in a free trial subscription by submitting your information along with your payment information Feel free to make use of the the subscription ldquoPaid Subscriptionrdquo portions of the Platform during the free trial period listed within your account You may cancel at any time during your free trial period Once your free trial period has expired you will be charged the amount listed for the subscription plan that you have selected

19 Subscription Plans and Automatic Renewals

For your convenience when you sign up for a free trial we will save your payment information so when you want to a Paid Subscription you wonrsquot have to re-enter your billing information After the expiration of your free trial your account will be automatically billed the Paid Subscription amount so that You may continue using our Platform IF YOUR ACCOUNT IS IN A TRIAL PERIOD CONTRAXAWARE MAY CHARGE YOU AUTOMATICALLY AT THE END OF THE TRIAL UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR FREE TRIAL YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AFTER YOUR FREE TRIAL AND AGREE THAT AT THE EXPIRATION OF YOUR INITIAL SUBSCRIPTION PERIOD YOUR SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL SUBSCRIPTION PERIODsnbspOF THE SAME LENGTH AS YOUR INITIAL SUBSCRIPTION UNTIL WE ARE NOTIFIED OTHERWISE YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICnbspRENEWABLE BASIS FOR THE PAID SUBSCRIPT

20 Pricing

You agree to pay any prices for the Paid Subscription as displayed in your ContraxAware account Please be aware that we may offer discounted pricing on some Paid Subscriptions at our discretion ContraxAware may increase the price of our Paid Subscriptions at our discretion and we reserve the right to do so at any time In the event of a price increase ContraxAware shall notify you and you will have the chance to accept or reject any price increase Where you have rejected any price increase your access to some portions of the Platform may be restricted You agree that ContraxAware has no obligation to offer any ContraxAware Services for the price originally offered to you at sign up

21 Cancellation and Refunds

Users may cancel their Paid Subscription at any time Upon cancellation of a Paid Subscription portions of the Platform may become immediately inaccessible Additionally some User Content stored within the Paid Subscription portion of the Platform may be removed or deleted As a Paid Subscription allows Users to access additional portions and features of the Platform no refunds shall be issued to any users for any Paid Subscriptions If you feel that you are entitled to a refund please contact us any refunds are granted at our sole discretion

22 Intellectual Property

The name ldquoContraxAwarerdquo the ContraxAware Platform along with the design of the ContraxAware Platform and any text writings images templates scripts graphics interactive features and any trademarks or logos contained therein quotMarksquot are owned by or licensed to ContraxAware subject to copyright and other intellectual property rights under the laws of the United Statesnbspforeign laws and international conventions ContraxAware reserves all rights not expressly granted in and to the Platform You agree to not engage in the use copying or distribution of anything contained within the Platform unless we have given express written permission

23 Idea Submission

ContraxAware or any of its employees do not accept or consider unsolicited ideas including but not limited to ideas relating to processes technologies product enhancements or product names Please do not submit any unsolicited ideas content artwork suggestions or other works ldquoSubmissionsrdquo in any form to ContraxAware The sole purpose of this policy is to avoid potential misunderstandings or disputes when ContraxAwarersquos products might seem similar to ideas you submitted to ContraxAware If despite our request that you not send us your ideas you agree to the following 1 your Submissions and their contents will automatically become the property of ContraxAware without any compensation to you 2 ContraxAware may use or redistribute the Submissions and their contents for any purpose and in any way 3 there is no obligation for ContraxAware to review the Submission and 4 there is no obligation to keep any Submissions confidential

24 Disclaimer

THE PLATFORM IS PROVIDED ON AN quotAS ISquot quotAS AVAILABLEquot AND quotWITH ALL FAULTSquot BASIS TO THE FULLEST EXTENT PERMISSIBLE BY LAW NEITHER CONTRAXAWARE NOR ANY OF OUR EMPLOYEES MANAGERS OFFICERS ASSIGNS AFFILIATES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO 1 THE PLATFORM OR ANY CONTRAXAWARE SERVICES 2 ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM OR 3 SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO CONTRAXAWARE OR VIA THE PLATFORM IN ADDITION WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGEMENTnbspTITLE CUSTOM TRADE QUIET ENJOYMENT SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS CONTRAXAWARE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED THAT DEFECTS WILL BE CORRECTED OR

25 Limitation of Liability

IN NO EVENT SHALL CONTRAXAWARE ITS OFFICERS DIRECTORS EMPLOYEES AFFILIATES OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT INDIRECT INCIDENTAL SPECIAL PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER BASED ON WARRANTY CONTRACT TORT INCLUDING NEGLIGENCE OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT THE CONTRAXAWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTIONnbsp

26 Indemnity

You agree to defend indemnify and hold harmless ContraxAware its officers directors employees affiliates and agents from and against any and all claims damages obligations losses liabilities costs or debt and expenses including but not limited to attorney39s fees arising from bull your use of and access to the ContraxAware Platform bull your violation of any term of this Agreement or bull your violation of any third party right including without limitation any copyright property or contractual right This defense and indemnification obligation will survive this Agreement and your use of the ContraxAware Platform You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorneys of our choice in such cases You agree that this indemnity extends to requiring you to pay for our reasonable attorneysrsquo fees court costs and disbursements in the event of a claim such as one described in this paragraph we

27 Copyrights

We take copyright infringement very seriously If you believe that any content owned by you has been infringed upon please send us a message which contains bull Your name bull The name of the party whose copyright has been infringed if different from your name bull The name and description of the work that is being infringed bull The location on our Platform of the infringing copy bull A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner or by a third party who is legally entitled to do so on behalf of the copyright owner and is not otherwise permitted by law bull A statement that you swear under penalty of perjury that the information contained in this notification is accurate and that you are the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use You must sign this notification and send it to our Copyright Agent Copyright

28 Choice of Law

This Agreement shall be governed by the laws in force in the state of Massachusetts The offer and acceptance of this contract is deemed to have occurred in the state of Massachusetts

29 Disputes

pAny dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in Boston MA Arbitration under this Agreement shall be conducted pursuant to the applicable Rules Rules then prevailing at the American Arbitration Association Arbitration shall be conducted in English by one 1 arbitrator as selected pursuant to the Rules the arbitrator39s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction Each party shall be responsible for their own arbitration fees and costs unless the arbitrator decides otherwise To the fullest extent permitted by applicable law no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement whether through class action proceedings or otherwise Where permitted by the Rules both parties may make any and all appearances telephonically or electronicallyp

30 Class Action Waiver

You and ContraxAware agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis You agree that you will not seek to have any dispute heard as a class action representative action collective action or private attorney general action

31 Severability

In the event that a provision of this Agreement is found to be unlawful conflicting with another provision of the Agreement or otherwise unenforceable the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it If two or more provisions of this Agreement or any other agreement you may have with ContraxAware are deemed to conflict with each otherrsquos operation ContraxAware shall have the sole right to elect which provision remains in force

32 Non-Waiver

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future

33 Termination

You may cancel your access to the Platform or any recurring payments at any time via your ContraxAware dashboard or contacting us at supportcontraxawarecom Please be aware that upon termination of your account access to portions of our Platform may be become immediately disabled We may terminate this Agreement with you if we determine that 1 you have violated any applicable laws while using our Platform 2 if you have violated any portion of this Agreement or any of our Platform policies or 3 if at our discretionnbspwe believe that any of your current or future actions may legally harm ContraxAware our business interests or a third party In the event of termination we will strive to provide you with a timely explanation however we are not required to do so

34 Entire Agreement

This Agreement along with the Privacy Policy and any other supporting agreements provided by ContraxAware constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous agreements or understandings written or oral relating to its subject matter Any waiver modification or amendment of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of each party Where this Agreement conflicts with our Privacy Policy or any other documentation listed on our website this Agreement shall supersede and control

35 Amendments

We may amend this Agreement from time to time When we amend this Agreement we will update this page and indicate the date that it was last modified or we may email you You may refuse to agree to the amendments but if you do you must immediately cease using our Platform and our Platform

36 Electronic Communications

The communications between you and ContraxAware use electronic means whether you visit the Platform or send ContraxAware e-mails or whether ContraxAware posts notices on the Platform or communications with you via mobile notifications or e-mail For contractual purposes you 1 consent to receive communications from ContraxAware in an electronic form and 2 agree that all terms conditions agreements notices disclosures and other communications that ContraxAware provides to you electronically satisfy any legal requirement that such communicationsnbspbe in writing The foregoing does not affect your statutory rights

37 Export Controls

The Platform and the underlying information and technology may not be downloaded accessed or otherwise exported or re-exported 1 into or to a national or resident of any country to which the US has currently embargoed goods or 2 to anyone on the US Treasury Department39s list of Specially Designated Nationals or the US Commerce Department39s Table of Deny Orders By downloading or using the Platform you agree to the foregoing and you represent and warrant that you are not located in under the control of or a national or resident of any such country or on any such list and that you will otherwise comply with all applicable export control laws

38 Platform Issues

Where you have any questions issues or if you are having trouble accessing or using the Platform please contact us at supportcontraxawarecomnbsp

39 California Users

Pursuant to California Civil Code Section 17893 any questions about pricing complaints or inquiries about ContraxAware must be sent to our agent for notice supportcontraxawarecom nbspCalifornia Users are also entitled to the following specific consumer rights notice The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd Sacramento CA 95834 or by telephone at 916 445-1254 or 800 952-5210 nbsp

40 Assignment and Survival

You may not assign your rights andor obligations under this Agreement to any other party without our prior written consent We may assign our rights andor obligations under this Agreement to any other party at our discretion All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination including but not limited to the Limitation of Liabilities Representation and Warranties Access Payment Indemnification and Arbitration sections

41 Additional Agreements

Where you require additional services including but not limited to customized support consulting implementation or other services ContraxAware may offer those additional services for a fee as agreed by and between the parties Where such additional services are required the parties shall execute a an additionalnbspagreement outlining the rights and obligations of the parties

Industry Specific

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