PactSafe Legal Center

PactSafe, LLC ("PactSafe") respects your privacy. Here's our privacy policy for your use of the Services (as defined in our Terms of Use and your use of the PactSafe.com website (including any subdomains, such as "blog.pactsafe.com", the "Website").

PactSafe will not provide anyone else outside PactSafe with any information specific to you collected from PactSafe unless we have your consent. The only PactSafe employees or consultants allowed access to personal information about you are those who need to have access. Any employee or consultant who violates our privacy and security policies is subject to disciplinary action, including possible termination or prosecution.

We may collect personal information that can identify you, such as your name and email address, and other information that does not identify you. When you provide personal information through our website, the information may be sent to servers located in other countries around the world.

We may collect and store any personal information you enter on our website or provide to us in some other manner, including personal information that may be contained in any video, comment or other submission you upload or post to the website. This includes identifying information, such as your name, address, e-mail address, and telephone number; your likeness; and, if you transact business with us, financial information such as your payment met’’hod (valid credit card number, type, expiration date or other financial information). We also may request information about your interests and activities, your gender and age, and other demographic information.

We may also periodically obtain both personal and non-personal information about you from business partners, contractors and other third parties. Examples of information that we may receive include demographic information.

We may share aggregated, non-personal information in any of the above situations and also with advertisers and others.

If you post information about yourself or others, or communicate with others using our website, please note that we cannot control who reads your postings or what they do with the information you provide. We encourage you to use caution in posting personal information.

We may disclose your personal information if (i) required to do so by law, court order or subpoena, or as requested by other government, law enforcement, or investigative authority, (ii) we in good faith believe that such disclosure is necessary or advisable, including without limitation to protect the rights or properties of PactSafe, (iii) we have reason to believe that disclosing your personal information is necessary to identify, contact or bring legal action against someone who may be causing interference with our rights or properties, or has breached an agreement, or if anyone else could be harmed by such activities or interference, (iv) if we determine an ad posted violates our terms of use or the rights of a third party, or (v) there is an emergency involving personal danger.

Please note that if you post any of your personal information via the Services, such information may be collected and used by others over whom PactSafe has no control. PactSafe is not responsible for the use by third parties of information you post or otherwise make public.

"Cookies" are small text files that allow Web sites to store and retrieve information about you from your computer system. PactSafe does serve cookies to track individual site usage for later aggregation. But we do not use cookies in order to retrieve any information from your computer other than information originally sent in a Website cookie, such as a user code. We have no control over whether and how our advertisers use cookies that originate from their website.

From time to time, we may send you information with announcements and updates about the Website, the Services, and your account. You may elect to opt-out of ongoing e-mail communication from us, such as newsletters, subscriptions, account information, promotional materials, contest results, survey inquiries, etc. by using a simple "opt out" procedure. You need only reply to the communication with the word "unsubscribe" (without the quotation marks) in the body of your e-mail response and your name will be removed from that mailing list. However, if you opt-out of receiving our announcements and updates about your account, you may no longer have access to areas restricted to account members.

The Website and Services is not intended for children under the age of 18 nor does PactSafe knowingly collect personal information from children under 18. PactSafe does not orient the Website toward children or target them as an audience, nor does it screen them from using PactSafe.

The Website provide links and pointers to Web sites maintained by other organizations. PactSafe provides these links as a convenience to users, but it does not operate, control or endorse such sites. PactSafe also disclaims any responsibility for the information on those sites and any products or services offered there, and cannot vouch for the privacy policies of such sites. PactSafe does not make any warranties or representations that any linked sites (or even the Website) will function without error or interruption, that defects will be corrected.

All commerce transactions that take place on the Website are processed through our secure server in order to make every reasonable effort to insure that your personal information is protected. Any transactions that take place on other sites that have links from the Website are not necessarily handled in this fashion. PactSafe disclaims any responsibility for transactions conducted on those sites and cannot vouch for the security of the information submitted in those transactions.

PactSafe has implemented processes intended to protect user information and maintain security of data. Each account holder is assigned a unique user name and password, which is required to access their account. It is your responsibility to protect the security of this login information. We have attempted to protect PactSafe's servers by locating them in areas with security procedures, use of firewalls and implementing other generally available security technologies. These safeguards help prevent unauthorized access, maintain data accuracy, and ensure the appropriate use of data, but no guarantee can be made that your information and data will be secure from intrusions and unauthorized release to 3rd parties.

By using the Website and the Services, you signify your acceptance of this Privacy Policy. If you do not agree or are not comfortable with any policy described in this Privacy Policy, you may discontinue use of the Website or the Services.

If you have any questions about this privacy policy, e-mail them to privacy@pactsafe.com and be sure to indicate the specific site you're visiting and the nature of your question or concern.

This Agreement is effective as of the date you accept it (the '€œEffective Date'€). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. You represent that you are at least 18 years of age.

PactSafe may modify the terms of this Agreement upon 30 days prior written notice to you. You will have an opportunity to review and accept the modified Agreement. If you fail to accept such modified Agreement, PactSafe reserves the right to terminate your access and use of the Service and API upon the termination of your Subscription Term, or next renewal term, as applicable.

During the Subscription Term, and subject to all terms and conditions of this Agreement, PactSafe will use commercially reasonable efforts to provide the Services and API consistent with your Service Plan. PactSafe may provide the Services and API using third party vendors or service providers. You agree to pay PactSafe the fees, in the amounts and at the times specified in your selected Service Plan.

PactSafe may also make commercially reasonable modifications to the Service from time to time without prior notice. PactSafe may make changes to any Service Plan at any time. After 30 days notice to you of a change to your then applicable Service Plan, if you continue to use the Services or API beyond the expiration of your then current Subscription Term or renewal term, such use will be governed by the modified Service Plan.

PactSafe will not be responsible or liable for any failure in the Services or API resulting from or attributable to (a) your Systems, (b) network, telecommunications or other service or equipment, (c) your, or third partys' products, services, negligence, acts or omissions, (d) any force majeure or cause beyond PactSafe's reasonable control, (e) scheduled maintenance or (f) unauthorized access or breach by third parties.

You shall obtain and operate all Systems needed to use the Services, and provide all corresponding backup, recovery and maintenance services. You shall ensure that all Systems are compatible with the Services.

If your your Service Plan included access to the API, then subject to the terms and conditions of this Agreement, PactSafe grants to you a limited, nonexclusive, nontransferable, nonsublicensable, worldwide, revocable right and license during the Subscription Term to use and make calls to the API to develop, implement, and distribute your own applications solely for use by you and your End Users, in connection with the Services.

PactSafe may modify, amend, change, or deprecate all or part of the API in its sole discretion at any time (an “API Modification”). PactSafe shall use commercially reasonable efforts to provide prior notice to you of any such actions as soon as reasonably practical. You shall, within thirty (30) days from the date of first notice of any API Modification(s) (or such shorter period of time specified in the notice of the API Modification(s)) (the “Conformance Period”) comply with such modification(s) by (i) implementing and using the most current version of the API, (ii) making any changes to your applicationd using the API that may be required as a result of such API Modification, (iii) using commercially reasonable efforts to stop distribution of all prior versions of your applications using the API, and (iv) using commercially reasonable efforts to upgrade all prior versions of your applications using the API then in use to the most recent version. You acknowledge that an API Modification may have a material adverse effect on your applications using the API, including but not limited to causing such applications to not to operate as designed. PactSafe shall have no liability of any kind to you or any End User with respect to such API Modifications or any adverse effects resulting from such API Modifications. Your continued access to or use of the API following the Conformance Period shall constitute binding acceptance of the API Modifications at issue.

By using the Services, you affirmatively consent to conducting electronic business transactions and using electronic signatures via the Services. You also confirm your ability to access information in the form that will be used to provide the information that is subject to your consent. Your consent applies only to the transaction that gave rise to the obligation to provide the agreement. If you are a consumer, you may have the right or option to have the agreement provided or made available on paper or in nonelectronic form. You hereby agree that PactSafe has no obligation to provide or make available on paper or nonelectronic forms any agreements to which you are a party and that your counterparty is solely responsible for providing any agreements on paper or in non-electronic form. After signing a document using the Services, PactSafe will provide you with the option to download and print a paper copy of the document.

Your use of the Service and/or the API is subject to your acknowledgement and agreement to the following:

(a) The Service / API facilitate the execution of contracts between multiple parties. Nothing in this Agreement may be construed to make PactSafe a party to any contract processed through the Service or API, and PactSafe makes no representation or warranty regarding the transactions sought to be effected by any contract.

(b) You have exclusive control over and responsibility for the content, quality, and format of any contract.

(c) PactSafe assumes no liability or responsibility for a party's failure or inability to electronically sign any contract within a period of time or at all.

(d) You are solely responsible for ensuring that your use of the Service and/or API for any transaction complies with all applicable laws, including applicable electronic signature law and any special legal requirements relating to consumers engaging in electronic transactions.

(e) PactSafe is not responsible or liable to determine whether any particular contract is subject to an exception to applicable electronic signature laws, rules or regulations, or whether it can be legally formed by electronic signatures.

(f) PactSafe is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, rules of regulations.

(g) PactSafe is not responsible for or liable to provide your contracts to any third parties.

As between the parties, you shall own all Customer Data. You hereby grant PactSafe a nonexclusive and royalty-free right and license to use, copy, perform, display, and distribute said Customer Data and to prepare derivative works of Customer Data, solely for the purpose of providing the Services and the API, both to you and End Users (i.e. End Users that have accepted legal agreements via the Service). You agree to indemnify and hold PactSafe harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys' fees) arising out of any use or disclosure of Customer Data permitted hereunder. Although PactSafe does not claim ownership of Customer Data, you represent and warrant that you have the right to grant the foregoing license to PactSafe. You may not use the Services or API to collect sensitive information from End User, including but not limited to credit card information and social security numbers.

All of your Customer Data is archived indefinitely while your paid subscription remains active and account remains in good standing. If you cancel your access to the Services or your account is terminated in accordance with the provisions herein, your Customer Data may be deleted or rendered not accessible via the Services. When all counterparties have signed a contract via the Services, all signers may have the option to receieve and electronic record of the contract in Portable Document Format via email. You agree that PactSafe is not responsible for any damages you may suffer or incur resulting from information or communication that is blocked by a spam filter and that you are solely responsible for implementing appropriate safeguards to secure your equipment and to back-up your information stored on each. You may login to your PactSafe dashboard to access and download an electronic record of the contract. You are solely responsible for retaining your contracts, and you hereby agree that you are solely responsible for retaining any contracts that you execute using the Services for the periods required by any applicable statute of limitation and that PactSafe shall have no liability for not retaining any contracts for such periods.

Except for the limited rights and licenses expressly granted hereunder, no other license is granted to you, no other use is permitted and PactSafe (and its licensors) shall retain all right, title and interest in and to the Service, the API and all updates and modifications thereto (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.

Any reproduction, modification, creation of derivative works from or redistribution of the PactSafe.com website, and/or copying or reproducing the PactSafe.com website or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of PactSafe. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service or API. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service or API.

You shall not alter, obscure or remove any printed or on-screen trademark, copyright or other proprietary or legal notice.

Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

Your Service Plan includes certain restrictions and limitation on your use of the Services and API. In the event your use of the Services or API exceeds any such limitations at any time, you consent and agree to your Service Plan being upgraded at the beginning of your next renewal term, to the Service Plan appropriate for your usage level. Any such upgrade shall not require your prior consent or any notice to you.

If you signed up for a 'Free Trial'€, you will be permitted to access and use the Services (and API if applicable) until the end of your Trial Period. Upon the termination of such trial period, you must select a Service Plan other than a '€Free Trial'€ and begin paying Subscription Charges as set forth in this Agreement.

Except as otherwise set forth in an Addendum, in order to set up an account with PactSafe, you must provide PactSafe with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. By submitting such credit card information, you give PactSafe permission to charge all Subscription Charges and any other fees incurred for using the Services to the designated credit card. PactSafe reserves the right to terminate this Agreement and your access to and use of the Services in accordance with Section 7 hereto if you do not provide a valid credit card for the payment of fees hereunder, or if any Subscription Charges or other charges are not timely paid.

Except as otherwise set forth your Service Plan or an Addendum, the Subscription Charges are billed in advance upon commencement of your Subscription Term, and thereafter on a monthly basis and are non-refundable. There will be no refunds or credits for partial periods of Service, upgrade/downgrade refunds. For any upgrades or downgrade in Service Plan level, your credit card will automatically be charged the new rate beginning with the next billing cycle. Any add-on features or Services not provided in your Service Plan will be billed in accordance with specific terms provided at the time the add-on features or Service is requested by you.

All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon PactSafe's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

PactSafe may revise Subscription Charges for the Services by providing you written notice (which may be by email) at least thirty days prior to the start of the following renewal term of your Subscription Term.

THE SERVICES AND API ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PACTSAFE DOES NOT WARRANT THAT THE SERVICES NOR API WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, PACTSAFE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

PactSafe is not a law firm. Neither the Services, nor access to the Services via the API, nor any content provided on PactSafe.com, is to be construed as legal advice, nor is either a substitute for the advice of an attorney. PactSafe makes no warranty that use of the Services nor API guarantees the enforceability of any legal agreements presented via the Services or API.

EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) ANY DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO PACTSAFE HEREUNDER WITH RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

This Agreement shall commence on the Effective Date and shall continue in effect for the initial term, and any renewal term, specified in the Service Plan. If no initial term is specified in the Service Plan, the initial term shall be 1 month. Unless terminated earlier as permitted herein, the Agreement will be extended automatically for additional terms of 1 month at the end of the initial term and each renewal term, or as otherwise set forth in your Service Plan (collectively, the '€œSubscription Term'€). Either party may elect not to renew this Agreement by giving written notice thereof, which shall include notice via email, to the other party at least 30 days prior to the end of the then current initial or renewal term. You must terminate in accordance with this Section 7 before automatic renewal in order to avoid billing of the next renwal term.

This Agreement may be earlier terminated by either party (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 10 days (5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course, (c) or as otherwise set forth in this Agreement.

Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the Effective Date of termination (including without limitation, all payment obligations) shall survive, (b) PactSafe may, but shall not be obligated to, delete Customer Data and (c) the provisions of Sections 2 (Proprietary Rights), 4 (Payments), 5 (Disclaimers), 6 (Limitation of Liability), 8 (General Provisions) and this Section 7.3 shall survive. Following any termination or expiration of this Agreement, you shall have 30 days to access your account and download / export your Customer Data.

This Agreement (together with the applicable Service Plan(s)), and any Addendum executed by both parties) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. In the event of any conflict or inconsistency between the Agreement and the any Addendum, the terms and conditions in the Addendum will prevail and be controlling. No waiver, consent or, except as expressly provided herein, modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If this Agreement is required to be registered with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

This Agreement shall be treated as though executed and performed in Indianapolis, Indiana, and shall be governed by and construed in accordance with the laws of Indiana, USA, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement.

Any dispute relating in any way to your use of the Services shall be submitted to confidential arbitration in Indianapolis, Indiana, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Indiana. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Indiana. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. PactSafe operates the Service from its offices in the State of Indiana.

In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 2, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed email, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified in the Service Plan, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.

This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by you without the written consent of PactSafe (which shall not be unreasonably withheld). PactSafe may assign this Agreement upon 10 days prior written notice to you. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

"Addendum" means a written amendment or addendum to this Agreement, executed by you and PactSafe, which includes an order form.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"API" means the application programming interfaces developed and enabled by PactSafe that permits you to access certain functionality provided by the Service, and any accompanying or related documentation, source code, executable applications, and other materials made available by PactSafe.

€"Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is your Confidential Information.

€"Customer Data€" means all of your registration information and other information collected and stored by PactSafe in connection with providing the Services and API to you, including without limitation information, content, legal agreements, and End User data.

"End-User" means any person or entity other than you with whom you or your Affiliates interact using the Service or API.

"Service Plan" means the Service Plan chosen by you during, or subsequent to, the registration process, or as described in an Addendum.

"Services" means the electronic contracting application provided by PactSafe and further described in your Service Plan, and any accompanying or related documentation, source code, executable applications, and other materials made available by PactSafe. Any new or modified features added to the Service are also subject to this Agreement.

"Subscription Charges" means fees payable by you for your use of (a) the Services, as specifically set forth in your Service Plan or an Addendum, (b) the API, or (c) any add-on features or Services requested by you from time to time.

"Systems" means modems, servers, software, network and communications equipment and ancillary services and hardware that are owned, controlled or procured by you.

This Agreement is effective as of the date you accept it (the '€œEffective Date'€). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. You represent that you are at least 18 years of age.

PactSafe may modify the terms of this Agreement upon 30 days prior written notice to you. You will have an opportunity to review and accept the modified Agreement. If you fail to accept such modified Agreement, PactSafe reserves the right to terminate your access and use of the Service and API upon the termination of your Subscription Term, or next renewal term, as applicable.

During the Subscription Term, and subject to all terms and conditions of this Agreement, PactSafe will use commercially reasonable efforts to provide the Services and API consistent with your Service Plan. PactSafe may provide the Services and API using third party vendors or service providers. You agree to pay PactSafe the fees, in the amounts and at the times specified in your selected Service Plan.

PactSafe may also make commercially reasonable modifications to the Service from time to time without prior notice. PactSafe may make changes to any Service Plan at any time. After 30 days notice to you of a change to your then applicable Service Plan, if you continue to use the Services or API beyond the expiration of your then current Subscription Term or renewal term, such use will be governed by the modified Service Plan.

PactSafe will not be responsible or liable for any failure in the Services or API resulting from or attributable to (a) your Systems, (b) network, telecommunications or other service or equipment, (c) your, or third partys' products, services, negligence, acts or omissions, (d) any force majeure or cause beyond PactSafe's reasonable control, (e) scheduled maintenance or (f) unauthorized access or breach by third parties.

You shall obtain and operate all Systems needed to use the Services, and provide all corresponding backup, recovery and maintenance services. You shall ensure that all Systems are compatible with the Services.

If your your Service Plan included access to the API, then subject to the terms and conditions of this Agreement, PactSafe grants to you a limited, nonexclusive, nontransferable, nonsublicensable, worldwide, revocable right and license during the Subscription Term to use and make calls to the API to develop, implement, and distribute your own applications solely for use by you and your End Users, in connection with the Services.

PactSafe may modify, amend, change, or deprecate all or part of the API in its sole discretion at any time (an “API Modification”). PactSafe shall use commercially reasonable efforts to provide prior notice to you of any such actions as soon as reasonably practical. You shall, within thirty (30) days from the date of first notice of any API Modification(s) (or such shorter period of time specified in the notice of the API Modification(s)) (the “Conformance Period”) comply with such modification(s) by (i) implementing and using the most current version of the API, (ii) making any changes to your applicationd using the API that may be required as a result of such API Modification, (iii) using commercially reasonable efforts to stop distribution of all prior versions of your applications using the API, and (iv) using commercially reasonable efforts to upgrade all prior versions of your applications using the API then in use to the most recent version. You acknowledge that an API Modification may have a material adverse effect on your applications using the API, including but not limited to causing such applications to not to operate as designed. PactSafe shall have no liability of any kind to you or any End User with respect to such API Modifications or any adverse effects resulting from such API Modifications. Your continued access to or use of the API following the Conformance Period shall constitute binding acceptance of the API Modifications at issue.

As between the parties, you shall own all Customer Data. You hereby grant PactSafe a nonexclusive and royalty-free right and license to use, copy, perform, display, and distribute said Customer Data and to prepare derivative works of Customer Data, solely for the purpose of providing the Services and the API, both to you and End Users (i.e. End Users that have accepted legal agreements via the Service). You agree to indemnify and hold PactSafe harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys' fees) arising out of any use or disclosure of Customer Data permitted hereunder. You agree to create archival copies or backup copies of all Customer Data. You hereby expressly acknowledge that the Services are not intended to be a data backup service, and you agree not to use the Services as a data backup service. Although PactSafe does not claim ownership of Customer Data, you represent and warrant that you have the right to grant the foregoing license to PactSafe. You may not use the Services or API to collect sensitive information from End User, including but not limited to credit card information and social security numbers.

Except for the limited rights and licenses expressly granted hereunder, no other license is granted to you, no other use is permitted and PactSafe (and its licensors) shall retain all right, title and interest in and to the Service, the API and all updates and modifications thereto (including all intellectual property and proprietary rights embodied therein). You shall not take any action inconsistent with such rights.

Any reproduction, modification, creation of derivative works from or redistribution of the PactSafe.com website, and/or copying or reproducing the PactSafe.com website or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of PactSafe. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service or API. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service or API.

You shall not alter, obscure or remove any printed or on-screen trademark, copyright or other proprietary or legal notice.

Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

Your Service Plan includes certain restrictions and limitation on your use of the Services and API. In the event your use of the Services or API exceeds any such limitations at any time, you consent and agree to your Service Plan being upgraded at the beginning of your next renewal term, to the Service Plan appropriate for your usage level. Any such upgrade shall not require your prior consent or any notice to you.

If you signed up for a 'Free Trial'€, you will be permitted to access and use the Services (and API if applicable) until the end of your Trial Period. Upon the termination of such Trial Period, you must select a Service Plan other than a '€Free Trial'€ and begin paying Subscription Charges as set forth in this Agreement.

Except as otherwise set forth in an Addendum, in order to set up an account with PactSafe, you must provide PactSafe with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. By submitting such credit card information, you give PactSafe permission to charge all Subscription Charges and any other fees incurred for using the Services to the designated credit card. PactSafe reserves the right to terminate this Agreement and your access to and use of the Services in accordance with Section 7 hereto if you do not provide a valid credit card for the payment of fees hereunder, or if any Subscription Charges or other charges are not timely paid.

Except as otherwise set forth your Service Plan or an Addendum, the Subscription Charges are billed in advance upon commencement of your Subscription Term, and thereafter on a monthly basis and are non-refundable. There will be no refunds or credits for partial periods of Service, upgrade/downgrade refunds. For any upgrades or downgrade in Service Plan level, your credit card will automatically be charged the new rate beginning with the next billing cycle. Any add-on features or Services not provided in your Service Plan will be billed in accordance with specific terms provided at the time the add-on features or Service is requested by you.

All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon PactSafe's net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

PactSafe may revise Subscription Charges for the Services by providing you written notice (which may be by email) at least thirty days prior to the start of the following renewal term of your Subscription Term.

THE SERVICES AND API ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PACTSAFE DOES NOT WARRANT THAT THE SERVICES NOR API WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, PACTSAFE HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

PactSafe is not a law firm. Neither the Services, nor access to the Services via the API, nor any content provided on PactSafe.com, is to be construed as legal advice, nor is either a substitute for the advice of an attorney. PactSafe makes no warranty that use of the Services nor API guarantees the enforceability of any legal agreements presented via the Services or API.

EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY (OR ITS SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS or SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) ANY DIRECT DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO PACTSAFE HEREUNDER WITH RESPECT TO THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

This Agreement shall commence on the Effective Date and shall continue in effect for the initial term, and any renewal term, specified in the Service Plan. If no initial term is specified in the Service Plan, the initial term shall be 1 month. Unless terminated earlier as permitted herein, the Agreement will be extended automatically for additional terms of 1 month at the end of the initial term and each renewal term, or as otherwise set forth in your Service Plan (collectively, the '€œSubscription Term'€). Either party may elect not to renew this Agreement by giving written notice thereof, which shall include notice via email, to the other party at least 30 days prior to the end of the then current initial or renewal term.

This Agreement may be earlier terminated by either party (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 10 days (5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, (b) immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course, (c) or as otherwise set forth in this Agreement.

Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the Effective Date of termination (including without limitation, all payment obligations) shall survive, (b) PactSafe may, but shall not be obligated to, delete Customer Data and (c) the provisions of Sections 2 (Proprietary Rights), 4 (Payments), 5 (Disclaimers), 6 (Limitation of Liability), 8 (General Provisions) and this Section 7.3 shall survive. Following any termination or expiration of this Agreement, you shall have 30 days to access your account and download / export your Customer Data.

This Agreement (together with the applicable Service Plan(s)), and any Addendum executed by both parties) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. In the event of any conflict or inconsistency between the Agreement and the any Addendum, the terms and conditions in the Addendum will prevail and be controlling. No waiver, consent or, except as expressly provided herein, modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If this Agreement is required to be registered with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

This Agreement shall be treated as though executed and performed in Indianapolis, Indiana, and shall be governed by and construed in accordance with the laws of Indiana, USA, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement.

Any dispute relating in any way to your use of the Services shall be submitted to confidential arbitration in Indianapolis, Indiana, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Indiana. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Indiana. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. PactSafe operates the Service from its offices in the State of Indiana.

In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 2, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.

Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed email, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified in the Service Plan, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.

This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by you without the written consent of PactSafe (which shall not be unreasonably withheld). PactSafe may assign this Agreement upon 10 days prior written notice to you. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

"Addendum" means a written amendment or addendum to this Agreement, executed by you and PactSafe, which includes an order form.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"API" means the application programming interfaces developed and enabled by PactSafe that permits you to access certain functionality provided by the Service, and any accompanying or related documentation, source code, executable applications, and other materials made available by PactSafe.

€"Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is your Confidential Information.

€"Customer Data€" means all of your registration information and other information collected and stored by PactSafe in connection with providing the Services and API to you, including without limitation information, content, legal agreements, and End User data.

"End-User" means any person or entity other than you with whom you or your Affiliates interact using the Service or API.

"Service Plan" means the Service Plan chosen by you during, or subsequent to, the registration process, or as described in an Addendum.

"Services" means the digital legal engine application provided by PactSafe and further described in your Service Plan, and any accompanying or related documentation, source code, executable applications, and other materials made available by PactSafe. Any new or modified features added to the Service are also subject to this Agreement.

"Subscription Charges" means fees payable by you for your use of (a) the Services, as specifically set forth in your Service Plan or an Addendum, (b) the API, or (c) any add-on features or Services requested by you from time to time.

"Systems" means modems, servers, software, network and communications equipment and ancillary services and hardware that are owned, controlled or procured by you.

The blog located at http://engage.pactsafe.com/blog (the "Blog") is owned and operated by PactSafe, Inc. Your use of the Blog is subject to the following legal terms and disclaimers:

If you feel any content or information set forth on the Blog infringe any intellectual property rights, please contact using this form.