Welcome to Contractually! These terms of service set out the agreement
(“Agreement”) for your use of the Contractually service. The Contractually
service provides a contract-making application as well as contract forms and
legal information.
This Agreement is legally binding, so please read it carefully. Here are some
key points you need to know, right off the top:
A. 8.5×14 Media Corp. is the owner of Contractually, and provides Contractually
as a software and information service. Neither 8.5×14 Media Corp. nor
Contractually is a law firm. We don’t provide legal advice and we’re not a
substitute for the advice of a lawyer. If you need legal help for your specific
circumstances, you should consult a lawyer.
B. Contractually is currently provided free of charge. We will offer paid plans
in the future, and when the paid plans are introduced, you will have to choose
one of the available plans (which will include a free option that may have more
limited features or usage than what is currently available).
C. Contractually is provided to you “as is” and “as available”, without any
promises about the quality of the content or its suitability for your needs, and
you use Contractually at your own risk. This agreement contains more detailed
provisions on this topic, and also contains provisions that significantly limit
8.5×14′s liability to you: see in particular “Limitations on liability”.
D. We don’t claim any ownership of the content (the “Member Content”) you enter
into the Service. However, you agree that we may use and display Member Content
as part of the operation of the Service.
E. You acknowledge that by inviting, or accepting an invitation, to negotiate a
contract with someone else, you will be sharing the Member Content related to
that contract. You agree to allow the people with whom you’ve shared the
contract to view, use and modify that Member Content (which may include sharing
it with other people as well).
F. If you don’t agree with this Agreement, you may not use Contractually.
Here are the more detailed provisions of this Agreement:
1. Parties
(a) This Agreement is between you and 8.5×14 Media Corp. (“8.5×14″), the owner
and provider of Contractually.
(b) 8.5×14 Media Corp. is a British Columbia corporation, with an office at
suite 200, 163 West Hastings Street, Vancouver, British Columbia, Canada, V6B
1H5. “8.5×14″, “we”, “us” and “our” all refer to 8.5×14 Media Corp..
(c) You affirm that you are over the age of majority in your jurisdiction and
that you are fully able and competent to enter into this Agreement.
2. Not legal advice.
Neither 8.5×14 nor Contractually is a law firm. We do not
provide legal advice and we are not a substitute for the advice of a lawyer. If
you need legal help for your specific circumstances, you should consult a
lawyer.
3. Description of Contractually Content and Service.
The “Contractually Content” means the contract forms and legal information made available
by the Service as self-help information. The “Service” means the Contractually online software
application for filling in, editing, sharing, negotiating and signing contracts, together with the
Contractually Content.
4. Permission to use Service. You may use the Service as long as you comply with
this Agreement. The Service is currently provided free of charge. The Service
will offer paid plans in the future, and when the paid plans are introduced, you
will have to choose one of the available plans (which will include a free option
that may have more limited features or usage than what is currently available)
or cease to use the Service.
5. Permission to use Contractually Content. You may use and adapt the
Contractually Content free of charge on the terms of the Creative Commons
Attribution 3.0 Unported License. You should read the full text of the Creative
Commons Attribution 3.0 Unported License, as that text sets out the terms that
govern your use of the Contractually Content. Note that the licence includes
significant limitations on 8.5×14′s liability to you: see sections 5 and 6.
6. Licence to use Member Content. We do not claim any ownership of Member
Content. You grant us a non-exclusive, royalty-free, worldwide licence to use
and display Member Content in connection with the operation of the Service. You
also agree that by inviting, or accepting an invitation, to negotiate a contract
with someone else, you will be sharing the Member Content related to that
contract with those other persons (the “Contract Participants”). You grant us a
non-exclusive, royalty-free, worldwide right to sublicense to the Contract
Participants the right to use that Member Content (which may include modifying
it and sharing it with other persons) in connection with the use of the Service.
7. Submissions. If you submit feedback, comments, questions, ideas or
suggestions (a “Submission”), you acknowledge that the Submission is not
confidential and you hereby assign to 8.5×14 all rights, title and interest
worldwide you may have in the Submission.
8. Privacy. 8.5×14 respects your privacy and handles your personal information
in accordance with the Contractually Privacy Policy.
9. Registration. In order to use the Service, you must register for an account.
As a registered member, you must provide accurate and complete information and
keep this information updated. We reserve the right to refuse registration of,
or cancel a user account, in our absolute discretion. You are solely responsible
for the activity that occurs on your account, and for keeping your account
password confidential and secure. You must notify us immediately of any breach
of security or unauthorized use of your account.
10. Inactive accounts. 8.5×14 may delete and purge a member account, and all
Member Content and other content associated with it, following any prolonged
period of inactivity as determined by 8.5×14 in its absolute discretion.
11. Member conduct. You must use the Service in accordance with all applicable
laws and you must not:
(a) disrupt or interfere with the functioning of the Service;
(b) upload or transmit, or permit anything to be uploaded or transmitted, to the
Service any harmful, disruptive or destructive data or files (such as viruses or
worms); and
(c) use the Service for spamming, other advertising, other bulk message
transmission or other similar activity that is objectionable to 8.5×14 in its
sole discretion.
12. If 8.5×14 determines, in its absolute discretion, that you have breached
section 12 or any other part of this Agreement, we may:
(a) limit or suspend any or all of your privileges on the Service;
(b) terminate your account; and
(c) otherwise restrict your access to the Service;
in addition to any other remedies available under this Agreement or at law
generally.
LIMITATIONS ON LIABILITY
WARNING: THE FOLLOWING TWO PROVISIONS SIGNIFICANTLY LIMIT YOUR RIGHTS
13. No representations or warranties. 8.5×14 provides the Service “as is” and
“as available”. 8.5×14 makes no representations or warranties of any kind
concerning the Service – express, implied, statutory or otherwise – including
without limitation warranties of title, merchantability, fitness for a
particular purpose, non-infringement, uninterrupted access, the absence of
latent or other defects, accuracy, or the presence or absence of errors, whether
or not discoverable.
14. No liability. Except to the extent required by applicable law and then only
to that extent, in no event will 8.5×14 be liable to you on any legal theory for
any damages – including without limitation direct, indirect, special,
incidental, consequential, punitive or exemplary damages – arising out of this
Agreement or the use of the Service, even if 8.5×14 has been advised of the
possibility of such damages. If for some reason 8.5×14 does become liable to
you, the total damages are limited to the higher of (a) the fees paid by you to
8.5×14 for the Service in the three months prior to the date of a claim, and (b)
the minimum damages required by applicable law.
15. Indemnity. You agree to indemnify 8.5×14, its employees, officers,
directors, affiliates and agents (the “8.5×14 Parties”) from and against any and
all loss, expenses, damages, and costs, including without limitation reasonable
legal fees, resulting, whether directly or indirectly, from your breach of this
Agreement. You also agree to indemnify the 8.5×14 Parties from and against any
and all claims brought by third parties arising out of your use of any of the
Service and the Contractually Content, and arising out of your Submissions.
16. Security. The Service use SSL to encrypt data transferred between you and
the Service. However, no system is perfectly secure or reliable, the Internet is
an inherently insecure medium, and the reliability of hosting services, Internet
intermediaries, your Internet service provider, and other service providers
cannot be assured. When you use the Service, you accept these risks and the
responsibility for choosing to use a technology that does not provide perfect
security or reliability.
17. Operation of the Service. 8.5×14 may, at any time:
(a) modify, suspend or terminate the operation of or access to the Service, or
any portion of the Service, for any reason;
(b) modify or change the Service, or any portion of the Service, for any reason;
(c) interrupt the operation of the Service, or any portion of the Service, for
any reason;
all as 8.5×14 considers appropriate in its sole discretion.
18. Trade-marks. 8.5×14, CONTRACTUALLY and the CONTRACTUALLY logo are
trade-marks of 8.5×14. You may not use these trade-marks unless you have our
written permission.
19. Termination. This Agreement will be in effect until terminated by either you
or 8.5×14 as follows:
(a) 8.5×14 may terminate this Agreement (and terminate your account) if 8.5×14
determines, in its absolute discretion, that you have breached this Agreement.
(b) You may terminate this Agreement at any time and for any reason.
(c) Sections 13 (no representations or warranties), 14 (no liability), 15
(indemnity) and 22 (governing law and jurisdiction) will survive any
termination.
(d) The rights granted in section 5 to use and adapt the Content, under the
terms of the Creative Commons Attribution 3.0 Unported License, will continue in
effect subject to the terms of that licence.
20. Amendments. 8.5×14 may amend this Agreement from time to time for any
reason. When making an amendment, 8.5×14 will post the amended Agreement at
http://contractual.ly/tos or https://app.contractual.ly/pages/tos, or both, and
will make reasonable efforts to bring the amended Agreement to your attention.
If you do not agree with the amended Agreement, you must cease to use the
Service. If you continue to use the Service after 10 days from the day of the
amended Agreement is posted, you are deemed to have accepted the amended
Agreement. Nothing else may amend this Agreement.
21. Integration. This Agreement, which includes the Privacy Policy and the
Creative Commons Attribution 3.0 Unported License in the manner set out in
section 5 (Permission to use Content), is the entire agreement between you and
8.5×14 relating to its subject matter. In the case of a conflict between
provisions of this document (the terms of service) and those of the Privacy
Policy, the provisions of this document will govern.
22. Governing law and jurisdiction. This Agreement is governed by the laws in
effect in British Columbia, without regard to its conflict of law rules or
principles. 8.5×14 and you submit to the exclusive jurisdiction of the courts of
British Columbia.