Terms and Conditions (“Terms”)

Our Terms and Conditions were last updated on 21 February 2024.

Please read these terms and conditions carefully before using Our Service.

1. Interpretation and Definitions

1.1 Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or plural.

1.2 Definitions

For these Terms and Conditions:

• “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, whereas “control” means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for the election of directors or other managing authority.

• “Account” means a unique account created for You to access our Service or parts of our Service.

• “Company” (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Contract Sent Inc.

• Confidential Information means information disclosed by one of the Parties to the other (a) in a tangible form and marked “Confidential” or with words of similar import; (b) Your Data; (c) any technology incorporated into or used by the System; or (d) under circumstances by which recipient should reasonably understand such information is to be treated as confidential, whether or not marked “Confidential” or otherwise. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in recipient’s possession at the time of disclosure; (ii) is independently developed by recipient without reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of recipient’s improper action or inaction; or (iv) is approved for release in writing by the disclosing party.

• “Country” refers to the United States of America.

• “Content” refers to content such as contracts, documents, attachments, or other files or information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

• “Device” means any device that can access the Service such as a computer, a cell phone, or a digital tablet.

• “Feedback” means feedback, innovations, or suggestions sent by You regarding the attributes, performance, or features of our Service.

• “Service” refers to the Website.

• “Subscription Plan” means the plan that allows You and Your authorized users to register for an account to use the System. Subscription Plans provide parameters of included features, permitted numbers Seats, API calls, System actions, and other usage parameters.
• “Subscription Term” means the period designated on the Order or any subsequent renewals during which You have right to use the System.
• “System” means Contract Sent’s hosted online contract creation and management system. The System includes, without limitation, Contract Sent’s proprietary software and other technology, including any APIs, enhancements, modifications, and derivative works.
• “Taxes” mean taxes, duties, or similar governmental assessments, including, for example, value-added, sales, use, goods and services taxes, or withholding taxes, assessable by any jurisdiction.

• “Terms and Conditions” (also referred to as “Terms“) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

• “Third-party Social Media Service” means any services or content (including data, information, products, or services) provided by a third party that may be displayed, included, or made available by the Service.

• “Trial” means a feature limited free access to Contract Sent’s System.
• “Upgrade” means a change to superior Subscription Plan, an increase in the plan level, a move to a longer Subscription Term, or the addition of features and functionalities in Your account.

• “Website” refers to the Contract Sent website, accessible from https://contractsent.com or https://admin.contractsent.com.

• “You” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

• Your Data means electronic data, information or material not supplied by Contract Sent that You import into the System or transmit via your account in the System, including from individuals or business entities You have invited to documents in the System.

1.3 Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

2. User Accounts

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

3. Content

The information and materials offered on this site are for general informational purposes only, do not constitute and should not be considered to be legal advice, and are presented without any representation or warranty whatsoever, including as to the accuracy or completeness of the information. No one should or is entitled to, rely in any manner on any of the information on this site. Parties seeking advice should consult with legal counsel familiar with their particular circumstances.

4. Data & Privacy

4.1 Your Data Ownership

(a) You own all rights, title, and interest in and to all of Your Data.  Subject to this Agreement, You grant Contract Sent, its Affiliates, and applicable contractors a worldwide, non-exclusive, limited-term license to host, process, transmit, and display Your Data only as reasonably necessary (i) to provide, maintain, and update the System; (ii) to prevent or address security or technical issues, including providing support; (iii) to comply with legal requirements, the Privacy Policy, or as expressly permitted in writing by You.

(b) To the extent Data Protection Laws apply to Your Personal Data in the System, as defined in such laws, You represent and warrant that: (i) You have secured all necessary rights in and to Your Data to grant Contract Sent the license in this Section and to transfer such Personal Data to Contract Sent, (ii) the transfer of Personal Data to Contract Sent does not violate Data Protection Laws or Your privacy policy, and (iii) You will comply with Your privacy policy and Your obligations under Data Protection Laws, including in any instructions You give Contract Sent for processing Personal Data.

(c) For purposes of CCPA, Contract Sent is a “Service Provider” as that term is defined in the CCPA. Contract Sent does not sell personal information (as defined in CCPA) contained in Your Data.

4.2 Confidentiality & Protection of Customer Data

Each party shall retain in confidence the Confidential Information disclosed or
otherwise made available by the disclosing party or its affiliates. The receiving
party will use a degree of care and discretion (but not less than reasonable
care) to prevent unauthorized disclosure or use similar to what it uses to
protect its own information of like kind. The receiving party will not disclose the
Confidential Information of the disclosing party to a third party other than to its
authorized contractors, agents, advisors, or affiliates (collectively, each
receiving party’s “Representatives”) as reasonably necessary for performance
under this Agreement; provided, however, that each receiving party shall be
liable to the disclosing party for any violation of these Terms by its
Representatives. The receiving party may disclose Confidential Information if
required to do so under applicable law, provided that prior notice is given to
the other Party if permissible (except for routine regulatory reviews or
disclosures that are not specific to the disclosing party). Upon expiration or
termination of this Agreement, each party shall promptly return to the other
party, or destroy, the other party’s Confidential Information upon requested by
the other party. The receiving party and its Representatives, however, may
retain Confidential Information solely as necessary to comply with applicable law and/or pursuant to bona fide compliance or document retention policies
(including electronic archiving for backup purposes).

Contract Sent will maintain appropriate technical and organizational safeguards for the protection of Your Data in accordance with the terms of its Privacy Policy and its obligations under Data Protection Laws. Contract Sent may amend its Privacy Policy from time to time in its sole discretion. You acknowledge that You have read and understand the Privacy Policy. To the extent Your Data is subject to EU Data Protection Laws or CCPA, You and Contract Sent agree to enter into a Data Processing Addendum (“DPA”) or CCPA Addendum as applicable.  You can request Contract Sent’s DPA or a CCPA Addendum from [email protected]. If You execute a DPA or a CCPA Addendum, then the terms of such DPA or CCPA Addendum will apply and will be incorporated into this Agreement upon execution by the Parties.

4.3 Aggregate and Anonymized Data

In order to maintain, provide and improve the System, You hereby consent to Contract Sent collecting, using, processing, or otherwise exploiting Aggregate and Anonymized Data (as defined below) in any way, in its sole discretion. For clarity, this Section 3.3 does not give Contract Sent the right to identify You as the source of any Aggregate and Anonymized Data.

5. Your Data Restrictions

The Company is not responsible for Your Data uploaded by the Service’s users. You expressly understand and agree that You are solely responsible for the content of Your Data and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit anything in Your Data that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable content in Your Data include, but are not limited to, the following:

• Unlawful or promoting unlawful activity.

• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.

• Spam, machine – or randomly–generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.

• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

• Impersonating any person or entity including the Company and its employees or representatives.

• Violating the privacy of any third person.

• False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any content of Your Data is appropriate and complies with these Terms, refuse or remove Your Data with prior notification to you in a reasonable timeframe to remove said material. The Company can also limit or revoke the use of the Service if You post such objectionable content in Your Data.

6. Your Data Backups

Although regular backups of Your Data are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Your Data that is corrupted before being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Your Data. But You acknowledge that the Company has no liability related to the integrity of Your Data or the failure to successfully restore Your Data to a usable state.

You agree to maintain a complete and accurate copy of Your Data in a location independent of the Service.

7. Copyright Policy

7.1 Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email ([email protected]) and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.

7.2 DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification under the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.

• A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.

• Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.

• Your address, telephone number, and email address.

• A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our copyright agent via email ([email protected]). Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

7.3 Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features, and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

7.4 Your Feedback to Us

You assign all rights, title, and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify, and exploit such Feedback without restriction.

7.5 Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

8. Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease 30 days after You have been notified. If You wish to terminate Your Account, You may simply discontinue using the Service.

Upon termination of Your account: (a) all rights and licenses granted under this Agreement will immediately terminate; (b) the Parties will discontinue use of and return or destroy all of Your Data within 30 days; and (c) the following provisions will survive termination or expiration of this Agreement: (i) any of Your obligations to pay fees incurred before termination; (ii) Sections Limitation of Liability and Definitions; and (iii) any other provision of this Agreement that must survive to fulfill its essential purpose.

9. Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

10. “AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its behalf and behalf of its Affiliates and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, concerning the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company’s providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations outlined in this section shall be applied to the greatest extent enforceable under applicable law.

11. Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

12. Disputes Resolution

If You have any concerns or disputes about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

13. For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident.

14. United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

15. Severability and Waiver

15.1 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

15.2 Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

16. Subscription

16.1 The System

Subject to the terms of this Agreement and pursuant to Your Order, Contract Sent hereby grants You a non-exclusive, non-transferable, non-sublicensable right for the Subscription Term to use the System with the features and functionalities included in the version of the Subscription Plan listed on Your Order and as available at the Contract Sent’s Pricing page at the time You consent to the Order.

16.2 Services Included

At no additional charge, Contract Sent will provide you with:

• support, available remotely from 8am to 5pm EST, Monday – Friday;
• self-service online training guides and resources; and
• system maintenance, updates, and improvements.

16.3 Subscription Term

You have access to the System during the Subscription Term and any renewal Subscription Term. Unless otherwise specified on the Order or terminated by either Party, each Subscription Term will automatically renew for a period equal to the original Subscription Term. An Upgrade will be effective immediately, and will not cause a change in the ongoing Subscription Term termination date. Downgrades will be effective at the start of the next Subscription Term.

16.4 Freemium Plan

If You register for a Freemium plan, Contract Sent may provide You with a free version of our product for evaluation purposes only. Your use of the System during the freemium plan will be in accordance with this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONTRACT SENT WILL HAVE NO WARRANTY, INDEMNITY, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

16.5 Fees

The System fees are determined based on the Order and any Upgrades or Downgrades carried out in Your account.  Upgrade fees will be prorated based on the period remaining in the ongoing Subscription Term. In the event of a Downgrade from a paid Subscription Plan to a Free Account, You will remain responsible for any unpaid fees.  All fees will be billed after an Order issues unless otherwise specified by the Order. You are responsible for providing complete and accurate billing information to Contract Sent. You authorize Contract Sent to automatically charge Your payment method for the applicable fees on or after the start of a renewal Subscription Term unless the subscription has been terminated or cancelled in accordance with this Agreement. You acknowledge that You are solely responsible for any and all fees charged to You by your credit card issuer or other financial institution including, but not limited to, overdraft, insufficient funds, and over-the-credit-limit fees. Failure to pay fees owed to Contract Sent (excluding amounts disputed in good faith) for 60 days or more from invoice due date may result in Your account being suspended or terminated, and will not relieve You of the obligation to pay amounts due to Contract Sent.

16.6 Taxes

All fees are stated exclusive of any Taxes. You are responsible for paying all Taxes associated with your purchases, except for taxes based on Contract Sent’s net income.

17. Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice before any new terms take effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

18. Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

• By visiting this page on our website: https://www.contractsent.com/

• By sending us an email: [email protected]

• New York, New York, 10013