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Terms of use

Last Updated : June 1st, 2016 (“Site”) is an online website providing contract document management solutions and is a service of ContractFolder Inc (“ContractFolder”, “We”, “Our”). These terms of use comprise a legal agreement between you (“you”, “your”) and ContractFolder and sets forth the terms and conditions governing all use of the Site and all content, services and products available at or through the Site.

By using the Site, you represent you are lawfully able and competent to enter into this agreement and you agree to be bound by the terms herein. If you do not agree to all the terms and conditions of this agreement, Please do not access any of our services. In addition, if this agreement is being agreed to by a company or other legal entity, then the person agreeing to this agreement on behalf of that company represents that he or she is authorized and lawfully able to bind that company or legal entity to this agreement.

We reserve the right to update or change our Terms of Use at any time without notice and this agreement will remain in effect from the date of your first access until a revised one is posted on the site. Your continued use of the site after any revisions will constitute your acknowledgement of the modifications and your consent to be bound by the revised terms.

1. Right to Use
Subject to the terms and conditions of this agreement and your timely payment of all fees ContractFolder grants you a non-exclusive, non-assignable, non-transferable license and right to access the Site in accordance with the service plan you sign up. All rights not expressly granted here are retained by ContractFolder. ContractFolder reserves the right to add, modify or delete any features in its sole discretion without prior notice to you. Should any such modifications be unacceptable for you, you can discontinue using the site by terminating your account without any costs or penalties for such termination. However, you will still be responsible for the payment of fees to the point of termination.

2. Restrictions
You will not either directly or indirectly replicate, reverse engineer, distribute products and services offered by ContractFolder. In addition, you will not use the services or any of our confidential information to developing a competing product or service. You will not attempt to tamper with the security and operation of the products accessed and likewise will not attempt to gain access to data of other customers.

3. Acceptable Use
You may be permitted to create additional users based on your access rights and in such cases you will also be responsible for ensuring the compliance of those users to these terms of service. Unacceptable use of services include, but not limited to: a. Engaging in behavior that is illegal, defamatory, harassing, abusive or invasive of another’s privacy b. Intentionally uploading any material that contains harmful viruses or malware c. engaging in any unlawful activity d. engaging in behavior that is likely to exploit ContractFolder’s offering of services like unreasonably high usage of services or using our services for purposes that the product is not designed for. ContractFolder in its sole discretion reserves the right to terminate your account and ask for damages caused by such unacceptable use.

4. Security
ContractFolder will use industry’s standard security practices for the protection of your data against unauthorized access. However, no method of transmission and data storage on internet is absolutely perfect. You are recommended to use the best practices of managing your user logins and passwords. In the event of a security failure, ContractFolder will act swiftly to prevent any further unauthorized access and will use its best efforts to recover any loss of data. However, ContractFolder will not be liable for any losses stemming from such unauthorized access. As such, ContractFolder recommends having a backup copy of all data that is being uploaded.

5. Confidentiality
Confidential information include all information revealed by one party(“Disclosing Party”) to another party (“Receiving Party) of this agreement. ContractFolder’s confidential information includes but not limited to the product, pricing, processes, plans that you may be aware of in the usage of our product/services. Your confidential information shall include all the data that you may upload or reveal to us as part of our services/product usage except for the aggregated data. Aggregated data is the statistical data acquired through providing our services and that does not include any personally identifiable information about you. This aggregated data may be used for our business purposes. Each party’s confidential information will remain the exclusive property of the disclosing party. The receiving party may not disclose the confidential information to other external parties without the explicit consent of the disclosing party unless pursuant to a court order or otherwise as required by law. Confidential information shall not include information that is publicly known and available through no wrongful act of either party.

6. Availability
While we intend to make services available 100% of the time, we cannot guarantee the same due to outages caused beyond our reasonable control. There may be pockets of time we may temporarily suspend the availability like making any upgrades to the service and in such cases, we will do our best to not do that during the regular business hours. In case you are not satisfied with the availability of the service, you may terminate this agreement with a written notice to us and will not be liable for any future obligations. You will be eligible to receive a prorated refund of any prepaid fees but will still be responsible for services fees to the point of termination.

7. Fees
You agree to timely pay all the fees as shown in the sign up process and any subsequent upgrades/downgrades. In addition, you may be responsible for paying any and all sales, personal or other value added taxes that your local government agencies may levy anytime during the service. All fees are payable in US Dollars and are non-refundable. Since all of our plans are monthly, fees are due at the beginning of that month of service. Based on your selected method of payment, you authorize ContractFolder to use that method of payment to automatically bill your account all outstanding dues. Should a method of payment be declined, ContractFolder will use reasonable efforts to contact you and remedy the situation. An additional fee may be assessed for returned checks or credit card chargebacks. Any changes in plan fees will be notified to you at least 30 days prior to such change.

8. Term
This is a month-to-month agreement. The term of this agreement will start on the date you start using our services/products or the day you sign up for our products whichever is earlier and will end on the last day of your monthly billing cycle on the month you terminate your subscription. Since all of our offerings are month to month, you can terminate your service and this agreement anytime with a written notice or via choosing the termination option available online. Also since all the fees are non-refundable and paid beginning of the monthly billing period, post termination you will continue to have access through the end of your last billing cycle. ContractFolder in its sole discretion reserves the right to terminate this agreement and service anytime. Upon termination, you will promptly cease use of the service and pay in full any outstanding dues. Your obligations under Sections 1,2,5 and 9 through 12 will survive the termination of this agreement.

9. Warranties
Our services are provided “As Is” and “As Available” without warranty of any kind, expressed or implied including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.

10. Limitation of Liability
In no event will ContractFolder be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to ContractFolder under this agreement during the twelve (12) month period prior to the cause of action. ContractFolder shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

11. Indemnification
You agree to indemnify and hold harmless ContractFolder, its affiliates, its licensors, employees, directors and shareholders from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our services, including but not limited to your violation of this agreement.

12. General
12.1 You may assign this agreement or your obligations under this agreement to any party that consents to and agrees to be bound by the terms and conditions of this agreement. ContractFolder reserves the right to assign this agreement or the obligations herein in its sole discretion without any notice. This agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

12.2 Notwithstanding the confidentiality clause, ContractFolder is entitled to use your name and your business logo for promotional or marketing activities.

12.3 Neither party shall be responsible for delay of performance under this agreement that is caused by an event beyond its reasonable control.

12.4 In the event of a dispute or a claim, you and ContractFolder shall first use reasonably best efforts to settle the dispute or claim. Neither you nor ContractFolder shall pursue any disputes in a court prior to or during the engagement of such consultations. No action arising out of this agreement shall be brought by either party more than one year after the cause of the action has arisen.

12.5 This agreement is governed by laws of the U.S.A. and the state of Texas. Exclusive venue for any legal dispute pertaining to this agreement shall be in the courts of Collin County, Texas.

12.6 If a court finds any terms of this agreement overly broad or unenforceable, the parties authorize the court to reform the term so to make it enforceable. The unenforceability of a term in this agreement shall not adversely affect the enforceability or any other term.

12.7 This agreement constitutes the entire agreement between ContractFolder and you concerning the subject matter hereof and may be modified by a written amendment signed by an authorized executive of ContractFolder or by ContractFolder posting a revised version.

12.8 All notices shall be sent to the address listed on the ‘Contact Us’ section of the Site, via courier or other mail service that requires a signed acknowledgement of the mail receipt or to the email