These terms and conditions ("Terms") govern the "Customer’s") access to and use of SpotDraft's contract management, contract creation and signing tool (the "Services"). By using the Services, including commenting on a contract or signing any contract through SpotDraft (including as a counterparty), you are agreeing to be bound by these Terms. If you do not agree to be bound by these Terms, you are not permitted to use the Service.
In these Terms, "Contract" refers to a contract generated, submitted, received, commented on, signed or uploaded by the Customer for processing.
The Customer shall be responsible for verifying compliance with any formalities or other requirements applicable to such other contracting activity. SpotDraft gives no warranty and makes no representations in relation to the suitability of the Service for use in respect of any Contracts.
SpotDraft is not responsible for determining legal or regulatory requirements applicable to the Customer in respect of retention or deletion of Contracts.
SpotDraft shall not be obliged to make available Contracts to any person other than the Customer.
Customer undertakes to determine whether any person correctly classified as a ‘consumer’ under applicable law is a party to any Contract, and for complying with any formalities or other requirements applicable as a result of such consumer status.
As part of the Services, SpotDraft facilitates for the Customer the electronic signing of legal documents by both the Customer and the Customer’s counterparties. The Customer hereby acknowledges that:
The Customer acknowledges that various contract types may not be able to be validly executed using electronic signatures or may be the subject of specific formalities, or storage and retention or information provision requirements imposed by law. For example, certain trust deeds or agreements for sale or transfer of an immovable property.
The Customer, not SpotDraft, is responsible for determining the extent to which of any such requirements apply in respect of its own business activities and as such responsible for ensuring that the Services are not used in respect of any Contracts which may not be lawfully created, executed or stored by means of the Services.
The Customer will not, directly or indirectly:
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify SpotDraft (at firstname.lastname@example.org).
The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
SpotDraft reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this Clause 3.
SpotDraft undertakes that the Services will be performed substantially in accordance with the Service Description and with reasonable skill and care.
The undertaking above shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to SpotDraft's instructions, or modification or alteration of the Services by any party other than SpotDraft or SpotDraft's duly authorised contractors or agents.
If the Services are not provided in accordance with the Services Description or are not provided with reasonable skill and care, SpotDraft will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. This constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out above in this Clause 5.
To be clear, SpotDraft:
SpotDraft shall own and retain all right, title and interest in and to:
Nothing in these Terms shall operate to assign or transfer any intellectual property rights from SpotDraft to the Customer.
The Customer warrants to SpotDraft that any data it supplies to SpotDraft will not infringe upon the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law or regulation.
The Customer hereby grants to SpotDraft a worldwide, non-exclusive licence to use its trade-marks, logos and other necessary intellectual property in any marketing or promotional materials including, but not limited to, on SpotDraft’s website.
"SpotDraft" is a trade mark of Draftspotting Technologies Private Limited. All rights are reserved.
The Customer shall own all right, title and interest in and to the data inputted by or for the Customer for the purpose of using the Services (the "Customer Data") as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
The Services provide the means to store Contracts created using the Services to be stored as pdf or html files on Amazon Web Services or download individual Contracts as pdf files. Additionally, the Customer may choose to use the Services to transfer such files to, and store such files on, any third party storage facility integrated and supported by SpotDraft from time to time (for example, Google Drive) ("Customer Storage Partner").
SpotDraft stores Contracts on servers operated and controlled by Amazon Web Services (or such other hosting partner as it may contract with from time to time), in respect of which information security practices policies and safeguards have been applied to a standard commensurate with services of this nature.
In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for SpotDraft to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by SpotDraft in accordance with the archiving procedure described in its Data Security Policy in force from time to time. SpotDraft shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
Notwithstanding anything to the contrary, SpotDraft shall have the right to collect and analyse Customer Data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Customer Data and data derived therefrom), and SpotDraft will be free (both during and after the term of these Terms):
The Customer acknowledges that the Services may enable or assist it to access the services or content of or correspond with third-party services (including Slack, Google, Salesforce and any payment processor such as Stripe to which the Services may facilitate access) and that it does so solely at its own risk.
SpotDraft makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or interactions with, any such third-party service.
Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (herein after referred to as "Proprietary Information" of the Disclosing Party).
Proprietary Information of SpotDraft includes all non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to SpotDraft (for example, the parties and content of contracts) to enable the provision of the Services.
The Receiving Party agrees:
The Disclosing Party agrees that the foregoing shall apply with respect to any information for a period of 3 years after the termination/ expiry of this agreement.
This Clause shall not apply to any information that (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to the receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) is required to be disclosed by law.
For the avoidance of doubt, SpotDraft may use data or insights provided by the Customer to develop or improve services provided by SpotDraft to the Customer or any other customers of SpotDraft.
The Customer shall defend, indemnify and hold harmless SpotDraft against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:
SpotDraft shall defend , its officers, directors and employees against any claim that the Services infringe any Indian patent effective as of the date of entering into this agreement, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
The indemnity immediately above states the Customer's sole and exclusive rights and remedies, and SpotDraft's (including SpotDraft's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
SpotDraft is not a law firm and SpotDraft’s directors or employees are not acting as the Customer’s lawyer or providing legal advice. The use by the Customer of the Services does not create a lawyer-client relationship.
The Customer understands that SpotDraft does not practice law, nor does it hold a professional indemnity insurance policy and therefore cannot give legal advice that can be relied upon.
This Clause 11 sets out the entire financial liability of SpotDraft (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
Except as expressly and specifically provided in these terms:
Subject to the paragraph immediately above:
The Customer shall be responsible for maintaining the security of accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer accounts with or without the Customer’s knowledge or consent.
The Customer acknowledges that it is responsible for taking back-up copies of data and appropriate precautions to protect the Customer’s computer systems against unauthorised access. If the Customer does anything to or in relation to the Services which is a criminal offence under any law, the Customer’s right to use the Services will be withdrawn immediately.
Due to the nature of the Internet, the Services are not guaranteed to be delivered free of all viruses and technical defects of any description.
If an event outside a party’s reasonable control (a "Force Majeure Event") gives rise to a failure or delay in that party performing any obligation under these Terms (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. The affected party shall notify the other party of such a Force Majeure Event and its expected duration.
These Terms shall constitute the entire agreement between the parties in relation to the subject matter of these Terms, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of such subject matter.
Each of SpotDraft and the Customer acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
These Terms may not be varied except by a written document signed by or on behalf of each of the parties.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any part of these Terms is, or is found to be, unenforceable under a relevant law, that will not affect the enforceability of the rest of these Terms.
The Customer shall not, without the prior written consent of SpotDraft, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
SpotDraft may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of India.
Each party irrevocably agrees that the courts of Gurugram, Haryana, India shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Headings in these Terms are included for ease of reading and shall not affect the interpretation of these Terms.
References to ‘writing’ in these Terms include email and communication by means of the Customer dashboard comprised in the Services.
If there is an inconsistency between any of the provisions in the main body of these Terms and the Service Description, the provisions in the main body of these Terms shall prevail.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.