Effective: August 1, 2019
These ContractHub.Com Terms of Use (the “Terms”) govern access and use of ContractHub.Com websites and services (collectively “Service”) provided by ContractHub.Com, Inc. (“ContractHub”, “we” or “us”) to you. You may be a visitor (“Visitor”), or an individual and/or entity that creates an account or purchases or uses the Services (collectively “Customer”). Customers and Visitors may be referred to in these Terms as “you” and “your” as applicable. We may modify these Terms as further described below, so you should check this page from time to time. BY USING OR VISITING THE SERVICES YOU ACCEPT THESE TERMS (EITHER ON BEHALF OF YOURSELF OR THE LEGAL ENTITY YOU REPRESENT). IF YOU DO NOT AGREE DO NOT USE, OR CEASE USING, OUR SERVICES IMMEDIATELY. ARBITRATION: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF JURY TRIALS AND CLASS ACTIONS. 1 OVERVIEW OF THE SERVICES ContractHub provides products and services that allow Customers to draft, manage and sign documents. ContractHub also provides application programming interfaces (the “API”) that allow Customers to integrate ContractHub Services within a Customer’s websites and applications (“Customer Properties”).
2 CONTRACHUB AGREES
2.1 As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the content and documents that Customer uploads into the Services (excluding any ContractHub intellectual property) (the “Customer Data”).
2.2 To grant you a temporary, limited, non-exclusive, non-transferable license to use and access the Services.
2.3 Not to rent or sell information we collect about you. Unless required by law, information collected will be used solely to provide the ContractHub Services.
3 YOU AGREE
3.1 To pay for the services as agreed by you in any order.
3.2 To keep your account information current, secure and confidential.
3.3 To allow ContractHub to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Services or as otherwise permitted in these Terms.
3.4 To authorizes ContractHub to use and process Customer Data (including any Confidential Information contained therein).
3.5 To immediately terminate access to those who no longer have authority.
3.6 To be responsible for any and all actions taken using your users’ accounts, passwords or access credentials.
3.7 Notify ContractHub immediately of any breach of security or unauthorized use of its account.
3.8 Not to share your account or login information with others.
3.9 To use our Services ONLY if you are 18 years of age or older.
3.10 You are legally able to agree to these Terms, and not a competitor to ContractHub (or developing any competing and/or similar products or services).
3.11 NOT to use or permit the Services to be used for any illegal or misleading purpose
3.12 That ContractHub will have the right to generate aggregate anonymous data and that aggregate or anonymous data is owned by ContractHub, which ContractHub may use for any business purpose during or after the term of this Agreement.
3.13 That you are only obtaining a limited right to use the Services and that no ownership rights are transferred to Customer (or its Authorized Users or end users) under these Terms. Customer agrees that ContractHub (and its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Services, and all related or underlying documentation, technology, code, know-how, logos, templates, anything delivered as part of support of other services, and any updates, modifications, or derivative works of any of the foregoing (all of which is deemed ContractHub’s Confidential Information) and that ContractHub reserves any licenses not specifically granted in these Terms.
3.14 If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to ContractHub (collectively, “Feedback”), Customer hereby grants ContractHub a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise.
3.15 As between ContractHub and Customer, Customer has exclusive control and responsibility for the content of all Customer Data, including any documents used with the Services
3.16 That you are solely responsible for ensuring that the documents, agreements or contracts it uses with the Services are appropriate for electronic signatures, and ContractHub is not responsible or liable for any such determination.
3.17 These Terms are effective until all use of the Services has terminated as expressly permitted herein.
4 LIMITATION OF LIABILITY, WARRANTY
4.1 ALL SERVICES, DOCUMENTATION, AND SITES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER CONTRACTHUB NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CONTRACTHUB MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. CONTRACTHUB DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. CONTRACTHUB WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, CUSTOMER DATA, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, OR THE USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THESE TERMS. THE DISCLAIMERS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CUSTOMER AND VISITORS MAY HAVE OTHER STATUTORY RIGHTS, HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
4.2 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CONTRACTHUB OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
4.3 Cap on Damages. CONTRACTHUB’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO CONTRACTHUB FOR THE APPLICABLE SERVICES OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, CONTRACTHUB’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE TWENTY-FIVE U.S. DOLLARS (US $25).
4.4 Exceptions. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THESE TERMS, THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
4.5 Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR SERVICES, EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
5 MISCELLANEOUS
5.1 Notices. Any notice or communication under these Terms must be in writing. Customer must send any notices under these Terms (including breach notices) to ContractHub, in English, at the following address, legal@ContractHub.com, and include “Attention: Legal Department” in the subject line. ContractHub may send notices to the email addresses on Customer’s account or, at ContractHub’s option, to Customer’s last-known postal address. ContractHub may also provide operational notices regarding the Services or other business-related notices through conspicuous posting of the notice on ContractHub’s website. Each party consents to receiving electronic notices. ContractHub is not responsible for any automatic filtering Customer or its network provider may apply to emails.
5.2 Publicity. Unless otherwise specified ContractHub may use Customer’s name, logo, and marks to identify Customer as a ContractHub customer on ContractHub’s website and other marketing materials.
5.3 Subcontractors. ContractHub may use subcontractors and permit them to exercise the rights granted to ContractHub in order to provide the Services and related services.
5.4 Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under these Terms (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
5.5 Amendments; Waivers. Any modification or amendment to these Terms must be made in writing and executed by an authorized representative of each party. However, if ContractHub modifies these Terms or any applicable Service Specific Terms, the modified version will take effect upon posting on the site.
In addition, if ContractHub launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance or use.
5.6 Severability. If any provision of these Terms is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms may otherwise remain in effect.
5.7 No Third-Party Rights. Nothing in these Terms confers on any third party the right to enforce any provision of these Terms. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer Affiliates.
5.8 Entire Agreement. These Terms represents the parties’ complete and exclusive understanding relating to the subject matter of these Terms. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by these Terms. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.
5.9 Governing Law & Venue. These terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A., without reference to its choice of law rules to the contrary. The parties agree to submit to the exclusive jurisdiction of, and venue in, the federal or state court of competent jurisdiction located in New York County, New York, U.S.A.
6 CLASS ACTION & ARBITRATION
6.1 Mandatory Arbitration; Waiver of Class Actions:
6.1.1 Agreement to Arbitrate. You and ContractHub agree to resolve any claims relating to these Terms or from the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity.
6.1.2 Arbitration Procedures and Fees. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in New York, NY, United States or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
6.1.3 Exceptions to Agreement to Arbitrate. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York, to resolve your claim.
Waiver of Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration” section will be deemed void.
7 eSignature and Disclosure Consent
This Consent is provided in compliance with the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”) and the Uniform Electronic Transactions Act.
You consent to all electronic interactions by you on the ContractHub platform, the use of electronic signatures, and the use and storage of “electronic records” as defined in the E-SIGN Act.
By entering into and accepting these Terms, you agree and consent to electronically receive communications, agreements, notices, documents, and disclosures relating to the Terms. Communications include agreements and policies you agree to (for example, and not by way of limitation, the Privacy Policy) using digital means of authorization including eSignature, acceptance of terms via digital checkboxes, or requests for your initials.
You agree that your electronic signature is the legal equivalent of your respective manual signature on ContractHub. You agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide to the other, or in accessing or making any transaction regarding any agreement, acknowledgement, consent, terms, disclosures or conditions constitutes your signature (“E-Signature”), acceptance and agreement as if physically signed by you.
You agree that no certification authority or other third-party verification is necessary to validate such E-Signature and that the lack of such certification or third-party verification will not in any way affect enforceability of its respective E-Signature. Each party to this Agreement understands that any and all digital acceptance on the ContractHub.Com Platform is binding in all respects.