CONTRAXAWARE ENTERPRISE TERMS

Last Modified: October 29, 2018

1 User Information and Accounts

User may 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.

2 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.

3 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 (“ContraxAware Services”). 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 or any portions thereof, or the ContraxAware Services at our sole discretion. We may but are not required to provide you any notice of change(s) 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 “as-is” and “as-available.” 

4 Third Party Integrations

The ContraxAware Services may offer integrations with third party software (“Third Party Software”). 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 company’s Terms of Use. We are not a party to any contracts that you enter into with any companies that control any Third Party Software.

5 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 (“E-Sign”). 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.

6 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.

7 Use of the Platform

When using our Platform, users are responsible for your use. You agree to the following: • You will not copy, distribute or disclose any part of the Platform in any medium, including without limitation by any automated or non-automated “scraping”; • 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; • 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; • You may not use automated bots or other software to send more messages through our Platform than humanly possible; • 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; • You may not decompile, reverse engineer, disassemble, modify, or create derivative works or im

8 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 “User Content” 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

9 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 federal,state 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.

10 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.

11 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 ContraxAware’s sole discretion and an additional fee may be required for such services.

12 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.

13 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.

14 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.

15 Services and Support

At ContraxAware we aim to provide 24/7 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 [email protected]

16 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 User's account for such amounts listed. Please be aware that we use third party payment processors to process credit 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.

17 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 (“Paid Subscription”) 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.

18 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 won’t 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 PERIODs (OF 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 AUTOMATIC RENEWABLE BASIS FOR THE PAID SUBSCRIPT

19 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.

20 Intellectual Property

The name “ContraxAware”, 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 ("Marks"), are owned by or licensed to ContraxAware, subject to copyright and other intellectual property rights under the laws of the United States, foreign 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.

21 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 (“Submissions”) in any form to ContraxAware. The sole purpose of this policy is to avoid potential misunderstandings or disputes when ContraxAware’s 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.

22 Disclaimer

THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" 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-INFRINGEMENT, TITLE, 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

23 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 JURISDICTION. 

24 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 attorney's fees) arising from: • your use of and access to the ContraxAware Platform; • your violation of any term of this Agreement; or • 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 attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements in the event of a claim such as one described in this paragraph, we

25 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: • Your name. • The name of the party whose copyright has been infringed, if different from your name. • The name and description of the work that is being infringed. • The location on our Platform of the infringing copy. • 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. • 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

26 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.

27 Disputes

Any 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 arbitrator's 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 electronically.

28 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.

29 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 other’s operation, ContraxAware shall have the sole right to elect which provision remains in force.

30 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.

31 Termination

You may cancel your access to the Platform or any recurring payments at any time via your ContraxAware dashboard or contacting us at [email protected] 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 discretion, we 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.

32 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.

33 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.

34 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 communications be in writing. The foregoing does not affect your statutory rights.

35 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 U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's 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.

36 Platform Issues

Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at [email protected] 

37 California Users

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about ContraxAware must be sent to our agent for notice: [email protected]  California 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.  

38 Assignment and Survival

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or 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.

39 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 additional agreement outlining the rights and obligations of the parties.

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