1.2 We reserve the right to make changes to these Terms from time to time. Any such changes will be notified to you the next time you access the Software following the relevant changes.
2. Access to Software
2.1 In consideration of you agreeing to abide by these Terms, we hereby grant you a non-exclusive, non-transferable, revocable licence to use the Software (as may be updated by us from time to time) for the Permitted Use (as defined below) in accordance with these Terms.
2.2 The Permitted Use means:
(a) for administrators, use of the Software to set up contractual documents and envelopes, invite users, submit, edit and approve contracts, execute (by way of electronic signature) contracts, store and export contractual documents and reports; and
(b) for all other users, use of the Software to set up contractual documents and envelopes, submit, edit and approve contracts, execute (by way of electronic signature) contracts, store and export contractual documents and reports.
2.3 We will provide you with log-in credentials for the Software as authorised by your employer or the entity that has contracted with you for your services (Contracting Entity). You must keep your log-in credentials confidential and immediately inform us and your Contracting Entity if your log-in credentials are lost or stolen or if you believe that an unauthorised third party has knowledge of your log-in credentials. You are responsible for any use of the Software associated with your log-in credentials.
2.4 Once you have been provided with your log-in credentials, you are responsible for making all arrangements necessary for you to have access to the Software.
3.1 You shall not:
(a) use the Software other than for the Permitted Use;
(b) copy the Software;
(c) rent, lease, sub-license, loan, translate, merge, adapt, vary, alter or modify, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other software;
(d) disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things;
(e) knowingly introduce viruses, trojans, worms, logic bombs, bots, keyloggers, rootkits, spyware, malware or any other material which is malicious, has a deleterious effect, is technologically harmful or is otherwise designed to provide you or any third party with unauthorised access to the Software, our servers or any other third party’s server, device or information;
(f) attempt to gain unauthorised access to the Software, any server, device or information; or
(g) provide, or otherwise make available, the Software in any form, in whole or in part (including without limitation, in object code or source code form) to any person without prior written consent from us.
3.2 When using the Software, you shall comply with all applicable, laws, rules and regulations.
4.1 The Software and the services, content and materials made available through it are currently made available to you without additional charge to you. We reserve the right to charge you for access to the Software or any of the services, content or materials made available through it in future. If we decide to charge you for access to this Software or any of the services, content or materials available through it, we will give you reasonable notice of any such charges before implementing them.
5. Intellectual property rights
5.1 Excluding Your Content (as defined below), we and our licensors are, as between you and us, the owner of all intellectual property rights in the Software and in any services, content and materials that are made available through it.
5.2 Apart from the licence granted by these Terms, you are not granted any right, title or interest in or to the Software.
5.3 You may print off, and copy extracts of, any of the content or materials that you may access through your use of the Software in accordance with these Terms, provided that this is solely for your use of the content or materials in a business capacity relevant to the purchase order, costs or payments to which they relate and always with the authority of your Contracting Entity. You may not:
(a) reproduce or include any such content or material in any other commercial work or publication in any medium;
(b) modify or alter any such content or material in any way;
(c) distribute or sell (or make any offer to distribute or sell) any such content or material to any third party; or
(d) remove any copyright, trade mark or other proprietary notices contained in any such content or material.
6. Uploading information
6.1 The Software includes functionality that enables you to upload content and provide your electronic signature to be used as part of the Software (Your Content).
6.2 You warrant and represent that Your Content:
(a) is true and accurate;
(b) may be disclosed to those who may access it through the Software;
(c) is not defamatory, infringing, pornographic, obscene, offensive, racist, indecent, threatening, harassing or otherwise unlawful or objectionable;
(d) is uploaded with the permission of the owner or any other relevant person who may have rights in or connected to the content you are uploading;
(e) will not infringe any third party’s rights of privacy or publicity or breach any applicable data protection or privacy legislation; and
(f) will not, by uploading it to be used as part of the Software, infringe the intellectual property rights or any other rights of another person.
6.3 You agree that we shall have the perpetual, royalty-free and worldwide right to copy, store, distribute, adapt and use Your Content for any purpose in connection with the operation of the Software or any of the services, content or materials made available through it.
7. Data protection and privacy
8.1 Except as expressly provided in these Terms, the Software and any services, content and materials made available through it are provided on an “as is” basis. We do not make any representation or warranty of any kind, either express or implied (whether by common law, custom, statute or otherwise) in relation to the Software or any services, content or materials made available through it including, without limitation, any warranties in relation to fitness for a particular purpose or in relation to quality, completeness, accuracy, reliability or non-infringement.
8.2 The Software enables you to execute contracts by way of electronic signature. You understand and agree that the contractual documents created by you or your Contracting Entity and used as part of the Software may contain provisions or be subject to laws which prohibit the use of electronic signatures. You and your Contracting Entity are responsible for ensuring that your use of electronic signatures is lawful in respect of your contractual documents in each case.
8.3 We make no representations, warranties or guarantees, whether express or implied, that information made available through the Software is accurate, complete or up-to-date.
8.4 We do not guarantee that the Software will always be available, be uninterrupted, secure or free from bugs or viruses, nor that the Software or any services or content provided through it will be free from errors or omissions.
9. Limitation of liability
9.1 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded, disclaimed or limited by applicable law.
9.2 Subject to paragraph 9.1 above, we exclude all conditions, warranties, representations or other terms that may apply to the Software or any of the services, content or materials available through it, whether express or implied.
9.3 Subject to paragraph 9.1 above, we will not be liable to you or any other user of the Software for any indirect, special or punitive loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the use of, or inability to use, the Software or any of the services, content or materials available through it. In addition, we will not be liable to you or any other user of the Software for any direct loss of profit, data, reputation or goodwill, opportunity or anticipated savings.
10.1 Your licence to use the Software will automatically terminate if you are in breach of any of these Terms. We may suspend your licence to use the Software while we investigate any suspected or alleged breach of these Terms by you.
10.2 We may suspend or terminate your licence to use the Software:
(a) upon the instruction of your Contracting Entity;
(b) if your Contracting Entity is in breach of its agreement with us; or
(c) or if the agreement between us and your Contracting Entity terminates or expires.
10.3 Termination of your licence shall not affect any rights, remedies, obligations or liabilities of either us or you that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination.
11.1 No one other than us or you shall have any right to enforce any of these Terms.
11.2 You may not assign, transfer, mortgage, charge, sub-contract, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms.
11.3 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by either us or you to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy. If either we or you waive a right or remedy provided under these Terms or by law in relation to the other, or take or fail to take any action against the other, that party does not affect its rights in relation to any other party.
11.4 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of these Terms.
11.5 These Terms constitute the entire agreement between us and you and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to their subject matter. Neither us nor you shall have any remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. We and you agree that neither of us or you shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
11.6 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. We and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.