Terms of Service

ContractsConnected, LLC

Cloud Service Agreement — Standard Terms

1. Service

1.1 Access and Use

During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use included Software and Documentation only as needed to access the Cloud Service, in each case for internal business purposes. Customer Affiliates may enter separate Order Forms creating independent agreements; Customer is not responsible for its Affiliates’ agreements.

1.2 Support

During the Subscription Period, Provider will provide Technical Support as described in the applicable Order Form.

1.3 User Accounts

Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider of any suspected fraudulent activity or credential compromise.

1.4 Feedback and Usage Data

Customer may optionally provide Feedback, which is given “AS IS” with no restrictions on Provider’s use. Provider may collect and analyze Usage Data to maintain, improve, and promote its products. Usage Data disclosed to third parties must be aggregated and de-identified.

1.5 Customer Content

Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product. Customer is responsible for the accuracy and content of all Customer Content submitted.

1.6 Machine Learning

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models. Customer authorizes such processing subject to the following conditions:

• Usage Data and Customer Content must be aggregated before use for ML purposes.
• Provider will apply commercially reasonable, industry-standard de-identification efforts.
• Personal Data obligations under Applicable Data Protection Laws remain unaffected.
• AI-generated outputs may be inaccurate and are not a substitute for human oversight.

2. Restrictions & Obligations

2.1 Restrictions on Customer

Except as expressly permitted, Customer will not (and will not permit others to):

• Reverse engineer, decompile, or attempt to discover source code or underlying algorithms of the Product.
• Sell, sublicense, lend, distribute, rent, or allow unauthorized third-party access to the Product.
• Remove proprietary notices or labels; copy, modify, or create derivative works.
• Conduct security or vulnerability tests, interfere with operations, or circumvent access restrictions.
• Use the Product to develop a competing service or product.
• Use the Product for High Risk Activities or activities prohibited by Applicable Laws.
• Upload Customer Content to which Customer or Users do not hold the proper rights.
• All use must comply with all Documentation and Use Limitations.

2.2 Suspension

Provider may temporarily suspend Customer’s access if Customer (a) has an outstanding undisputed balance exceeding 30 days; (b) breaches Section 2.1; or (c) uses the Product in a manner that materially and negatively impacts the Product or other users. Provider will attempt to provide prior notice when practical. Access will be reinstated only upon resolution of the underlying issue.

3. Privacy & Security

3.1 Personal Data

Before submitting Personal Data governed by GDPR, Customer must enter into a Data Processing Agreement (DPA) with Provider. Where a DPA exists, its terms govern all Personal Data rights and obligations and control in the event of any conflict with this Agreement.

3.2 Prohibited Data

Customer will not submit Prohibited Data to the Product unless expressly authorized by the applicable Order Form. Prohibited Data includes protected health information, financial account numbers, government ID numbers, GDPR special category data, and other sensitive categories defined by Applicable Data Protection Laws.

4. Payment & Taxes

4.1 Fees

All Fees are in U.S. Dollars. Except for prorated refunds permitted upon specific termination rights, Fees are non-refundable.

4.2 Automatic Payment

Customer authorizes Provider to automatically charge the payment method on file according to the applicable Order Form. Provider will make transaction history available to Customer.

4.3 Taxes

Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes in an invoice. Customer is not responsible for Provider’s income taxes.

4.4 Late Payment & Interest

If Customer does not pay undisputed fees within the Payment Period, interest accrues on overdue amounts at 1.5% per month (or the maximum rate permitted by Applicable Laws, whichever is less). Customer will reimburse Provider for all costs of collection, including attorneys’ fees.

4.5 Payment Disputes

Customer must notify Provider of any good-faith fee disagreement before payment is due (or within 30 days of an automatic charge) and must pay all undisputed amounts on time. Parties will work to resolve disputes within 15 days; unresolved disputes may be pursued through available legal remedies.

5. Term & Termination

5.1 Order Form Term

Each Order Form begins on the Order Date, continues through the Subscription Period, and automatically renews for additional Subscription Periods unless either party provides written notice of non-renewal before the Non-Renewal Notice Date specified in the Order Form.

5.2 Termination for Cause

Either party may terminate immediately upon: (a) material breach not cured within 30 days of written notice; (b) insolvency, dissolution, or bankruptcy proceedings continuing more than 60 days; or (c) assignment for the benefit of creditors.

5.3 Force Majeure Termination

Either party may terminate an affected Order Form if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will issue a prorated refund of any prepaid Fees for the remaining Subscription Period.

5.4 Effect of Termination

Upon expiration or termination: (a) Customer loses all rights to use the Product; (b) Provider will delete Customer Content within 60 days upon request; (c) each party will return or destroy the other’s Confidential Information; and (d) Provider will issue a final invoice for all accrued Fees.

6. Representations & Warranties

6.1 Mutual Warranties

Each party represents that: (a) it has legal power and authority to enter this Agreement; (b) it is duly organized and in good standing; and (c) it will comply with all Applicable Laws in performing its obligations.

6.2 Provider Warranty

Provider warrants that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period. If functionality is materially reduced and Provider cannot restore it within 45 days of notice, Customer may terminate the affected Order Form and receive a prorated refund.

7. Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. Except for the express warranties in Section 6, Provider and Customer each disclaim all other warranties — including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement — to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability

8.1 General Cap

Each party’s total cumulative liability for all claims arising from this Agreement is capped at 0.5x the fees paid or payable by Customer in the 12-month period immediately preceding the claim.

8.2 Damages Waiver

Under no circumstances will either party be liable for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages — even if informed of the possibility in advance.

8.3 Exceptions

The General Cap does not apply to Increased Claims. The Damages Waiver does not apply to Increased Claims or a breach of Section 10 (Confidentiality). Nothing limits liability to the extent prohibited by Applicable Laws.

9. Indemnification

9.1 By Provider

Provider will indemnify, defend, and hold harmless Customer against third-party claims that the Cloud Service — when used in accordance with this Agreement — infringes or misappropriates any intellectual property or proprietary rights.

9.2 By Customer

Customer will indemnify, defend, and hold harmless Provider against claims that (a) Customer Content infringes third-party rights, or (b) arise from Customer’s breach (or alleged breach) of Section 2.1.

9.3 Procedure

Indemnification obligations require the Protected Party to: (a) promptly notify the Indemnifying Party of each claim; (b) provide reasonable assistance at the Indemnifying Party’s expense; and (c) grant sole control over defense and settlement. No settlement may include an admission of fault without prior written consent of the Protected Party.

10. Confidentiality

10.1 Non-Use and Non-Disclosure

Except as authorized or necessary to perform obligations under this Agreement, Recipient will not use or disclose Discloser’s Confidential Information. Recipient will protect Confidential Information using at least the same safeguards applied to its own similar information — and no less than a reasonable standard of care.

10.2 Exclusions

Confidential Information excludes information that: (a) Recipient already knew without confidentiality obligation; (b) is or becomes publicly available through no fault of Recipient; (c) Recipient receives from an authorized third party without restriction; or (d) Recipient independently develops without reference to Discloser’s information.

10.3 Required Disclosures

Recipient may disclose Confidential Information to the extent required by law, provided that — unless prohibited — Recipient gives Discloser reasonable advance notice and cooperates with efforts to obtain confidential treatment.

10.4 Permitted Disclosures

Recipient may share Confidential Information with Users, employees, advisors, contractors, and representatives who need to know the information to help perform obligations under this Agreement. Recipient is responsible for their compliance with this Section 10.