Terms of Service

Terms of Service 2019-05-08T16:31:46+00:00

TERMS OF SERVICE

Last Modified: May 1, 2019

Thank you for using contractcanvas.com and our related websites, apps, and services (collectively, the “Services”).

By using the Services, you are agreeing to these Terms of Service (the “Terms”) and the other polices described in these Terms including our Privacy Policy (the “Privacy Policy”).

For clarity, all references to “us” (and similar words such as “we” and “our”) mean Contract Canvas, LLC, a Missouri limited liability company (regardless if they are capitalized), and all references to “you” mean the individual using the Services (regardless if the word is capitalized). However, if you are using the Services on behalf of a business entity, then “you” means both you and your business entity.

If you do not agree to these Terms, then do not use the Services.

Contract Canvas is NOT a Law Firm

Contract Canvas is not a law firm. We cannot and will not provide legal advice to any user. If you have legal questions about your unique situation or the state(s) in which your contracts will be used, then you should contact an attorney licensed in your particular state.

We recommend you review our Legal Disclaimer before using our Services. That Legal Disclaimer also includes information on our intent to comply with the Working Draft of the American Bar Association’s Best Practice Guidelines for Online Legal Document Providers.

Further, notwithstanding anything contrary in these Terms, if the enforcement of a provision of these Terms would cause our Services in a particular jurisdiction to be deemed the “practice of law” by a court or governing body with competent jurisdiction, then such provision shall be limited to the minimum extent necessary (for that particular jurisdiction only) so that our Services in that particular jurisdiction falls outside of the applicable definition of “practice of law.” If such limitation is not possible, then the applicable provision should be deemed removed from these Terms, but the remaining provisions shall remain in full force.

Use of the Services

Provision
We will use commercially reasonable efforts to ensure the Services are available at all times, but we shall not be liable for any time during which the Services may be down. We may add to, modify, or terminate, portions of the Services at any time for any reason. 

Prohibited Uses
You may not do anything on the Services directly or indirectly that: (a) is illegal or violates another contract; (b) will harm the Services, including without limitation using bots, scrapers, harvesters, or other automated systems; or (c) constitutes reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure or algorithms, of the Services.

Additionally, you may not use the Services if (i) you are under 18 years old; (ii) we have terminated your right to use of the Services; (iii) your use is outside of the United States of America; or (iv) your use is in a state in which we do not allow you to process contracts (see more about state limitations in our Legal Disclaimer).

Third-Party Sites
If you click on any links that take you away from our Services, then you use those other sites and services at your own risk.

Advertisements
We may serve third-party advertisements on the Services. If you click on or purchase any of the goods or services for those third parties, you do so at your own risk. Our inclusion of those advertisements on the Services is not an endorsement by us of their goods or services.

User Accounts & Premium Services

User Accounts
We may allow you to create a user account (or we may create an account for you) to use the Services. If you create an account (or accept an account we create for you), then we may request information about you as described in these Terms and also as provided in our Privacy Policy (for information on how we use that information, please review our Privacy Policy).

You are responsible for everything that happens through your account. You must keep your account credentials private and must not allow other people to use your account.

Premium Services
Portions of our Services are restricted and may only be used by users that purchase one-time-use contracts or enroll in a subscription (“Premium Services”) (for clarity, the Premium Services are included in the defined term “Services”). 

Purchasing Premium Services
To purchase Premium Services, you will be required to provide payment information to us and in doing so, you authorize us and our third-party payment vendors (for example, Stripe) to charge your chosen payment method for the applicable Premium Service fees. We may offer one-time-use purchases, monthly subscriptions, annual subscriptions, and other payment options and subscriptions in our sole discretion. Your subscription will auto-renew at the end of each subscription term.

(We may also offer free, promotional uses of the Services, in our sole discretion (for example, “Your First Contract is Free”). We may withdraw your right to use any one or more of such promotional offers at any time, for any reason, with or without notice to you.)

Cancelling Subscriptions
If you enroll in a subscription, then you may cancel your subscription at any time using the settings in your account profile and the termination will be effective at the end of the then-current subscription term. Even if you cancel before the end of the then-current subscription term, you will not be entitled to a refund for the remainder of the subscription term.

In limited situations, we may be forced to cancel your subscription if applicable law or regulation prohibits us from providing the Services to you (for example, if the definition of “practicing law” changes in your jurisdiction in such a way that we can no longer offer the Services in your jurisdiction). If that occurs, then we will use our best efforts to issue a refund to you for the remaining portion of your subscription following the effective date of the cancelation (for more, see our Legal Disclaimer).

Intellectual Property & Ownership of Contracts

Our Property Rights
The Services, including all design, software, code, and other content on the Services, are either owned by us, licensed to us, or likely owned by another individual or business, and may be protected by copyright, trademark, patent, trade secret, or other intellectual property laws. Your use of the Services does not grant any rights to you other than the right to use the Services for their intended purpose as outlined in these Terms.

Limited Rights to Contracts
All contracts created in the Services (except to the extent you upload your own language or custom terms) and all intellectual property rights in those contracts are owned by us. By purchasing Premium Services from us (or using a free promotional offer), we grant you the right to save the final version of the contract for your and your counterpart’s use, provided that the use is limited to archival, review, and enforcement of the contract. You and your counterpart shall not use the contract for any other purpose. If there is a copyright notice on the contract, then you shall not take any action to remove the notice from the contract.

No Resale of Contracts
You shall not take any action to resell the contracts purchased or obtained through the Services.

Copyright/DMCA Policy
We respect intellectual property rights and it is our policy to comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe content on our Services infringes your copyright (or the copyright of someone which you are authorized to represent), please submit a written or digital DMCA Notice to our Designated DMCA Agent at: support@contractcanvas.com.

Your DMCA Notice must include the following:

  1. Identification of the copyrighted work that you claim has been infringed;
  2. Identification of the material that is claimed to be infringing and specifically where it is located on the Service;
  3. Sufficient information for us to contact you such as your address, phone, or email address.
  4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
  5. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and
  6. An electronic or physical signature of a person authorized to act on behalf of the copyright owner.

Please note that, under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Your Content

You may be allowed to upload content to the Services (“Your Content”). By uploading Your Content, you grant us an irrevocable, worldwide, perpetual, royalty-free, sub-licensable, transferable, non-exclusive, license to access, use, process, copy, distribute, display, perform, create derivative works from, and export, Your Content as reasonably necessary for the following purposes: (a) to provide, maintain, and update the Services; (b) to prevent or address service, security, support, and technical issues; and (c) as required by law. For clarification, the license above is perpetual and irrevocable, meaning your termination of your use of the Services does not terminate the license.

By uploading Your Content, you are representing and warranting to us that you either own or have all rights in and to Your Content, including all associated intellectual property rights, from all individuals and businesses required to allow you to grant that license to us.

Please note that, depending on your account settings, Your Content may be visible to individuals and businesses to whom you send contracts for review and signature. We cannot guarantee that they will not violate your rights with respect to Your Content and we disclaim all liability for such uses by other users.

DISCLAIMERS

ALL REFERENCES TO “WE” IN THIS SECTION TITLED “DISCLAIMERS” MEANS US AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS, AND THE OWNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, OF ALL OF THEM.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, WE EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON-INFRINGEMENT.

FOR CLARITY, WE DO NOT MAKE ANY GUARANTY THAT OUR CONTRACTS OR THE LANGUAGE IN OUR CONTRACTS ARE CORRECT, COMPLETE, OR UP-TO-DATE, OR APPROPRIATE FOR YOUR SPECIFIC SITUATION.

WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT AND OTHER MISUSE OF YOUR IDENTITY OR OTHER CONTENT.

WE DO NOT MAKE ANY GUARANTEES REGARDING THE OPERATION OR RELIABILITY OF THE SERVICES, PORTIONS OR ALL OF WHICH MAY BE UNAVAILABLE AT TIMES OR TERMINATED PERMANENTLY. WE DO NOT VET CONTENT SUBMITTED BY THE USERS OF OUR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS AND, TO THE EXTENT SUCH JURISDICTION’S LAWS ARE APPLICABLE TO YOUR USE OF THE SERVICES, SUCH DISCLAIMERS SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATION OF LIABILITY

ALL REFERENCES TO “WE” IN THIS SECTION TITLED “LIMITATION OF LIABILITY” MEANS US AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, AND LICENSORS, AND THE OWNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, OF ALL OF THEM. 

WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY.

SUBJECT TO THE OTHER LIMITATIONS IN THESE TERMS, THE LIABILITY OF ANY RELEASED PARTY ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, THESE TERMS, OR OUR PRIVACY POLICY, SHALL BE LIMITED TO THE SUMS PAID BY YOU TO US IN THE 12-MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE.

ANY CAUSE OF ACTION OR CLAIM WHICH YOU MAY HAVE WHICH ARISES OUT OF OR RELATES TO THE SERVICES MUST BE BROUGHT (IF AT ALL) WITHIN ONE YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUED, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE PERMANENTLY BARRED.

THE LIMITATIONS OF LIABILITY IN THESE TERMS SHALL APPLY REGARDLESS OF WHETHER YOU OR THE OTHER PARTY BASES YOUR/ITS CLAIM ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS EXPRESSLY PROVIDED IN ANOTHER CONTRACT BETWEEN YOU AND US, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO TERMINATE YOUR USER ACCOUNT AND/OR YOUR USE OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS AND LIMITATIONS OF LIABILITY AND, TO THE EXTENT SUCH JURISDICTION’S LAWS ARE APPLICABLE TO YOUR USE OF THE SERVICES, SUCH EXCLUSIONS AND LIMITATIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

With respect to any suit, claim, investigation, or proceeding, arising out of our provision of the Services, your use of the Services, these Terms, or our Privacy Policy, you shall indemnify us and our affiliates and the respective owners, directors, officers, managers, employees, contractors, and other representatives of each (the “Protected Parties”) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind (the “Losses”) arising out of your use of the Services or breach of these Terms except to the extent that a Protected Party negligently or intentionally caused those Losses.

Arbitration

If a dispute arises between you and us related to your use of the Services, these Terms, or our Privacy Policy, then the dispute shall be resolved by binding arbitration rather than in court (arbitration does not involve a judge or jury and court review of arbitration awards is limited). To initiate an arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent and office on file with the Missouri Secretary of State.

The arbitration proceedings shall be held in Jackson County, Missouri. Notwithstanding the foregoing, in keeping with the Working Draft of the American Bar Association’s Best Practice Guidelines for Online Legal Document Providers, if Jackson County, Missouri, is not a mutually convenient location for the arbitration proceedings for both you and us, then the arbitration proceedings may be held in a different location which is mutually convenient for both you and us (or in a virtual environment such as an online dispute resolution proceeding).

If this agreement to arbitrate is found not to apply to your claim, then both you and we agree that all judicial proceedings will be brought in accordance with the governing law and jurisdiction/venue provisions below.

Notwithstanding the agreement to arbitrate above, either you or we may assert a claim seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Services or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration.

In keeping with the Working Draft of the American Bar Association’s Best Practice Guidelines for Online Legal Document Providers, nothing in these Terms are intended to prohibit arbitrations brought as a class.

Miscellaneous

Termination
You may stop using the Services at any time. Additionally, if you create a user account, you may terminate the account at any time. However, you will remain liable for any damage you caused or may later cause to us or any part of the Services and you will not be entitled to a refund except as otherwise provided in these Terms.

In our sole discretion, at any time, and with or without notice, we may: (a) suspend your access to or terminate your right to use of all, or parts of, the Services; (b) suspend your access to or terminate your user account, if applicable; and (c) suspend or terminate all, or parts of, the Services.

All provisions in these Terms which by their nature should survive termination of these Terms shall survive the termination.

Governing Law & Jurisdiction
Our provision of the Services, your use of the Services, these Terms, and our Privacy Policy, shall be governed by and construed in accordance with the laws of Missouri excluding its conflict of law principles and, with respect to any dispute arising out of or related to any of the foregoing, each party consents to jurisdiction in, and the exclusive venue of, the state courts in Jackson County, Missouri, or if applicable, the U.S. District Court having jurisdiction over that county.

Notwithstanding the foregoing, in keeping with the Working Draft of the American Bar Association’s Best Practice Guidelines for Online Legal Document Providers, if the state courts in Jackson County, Missouri, (and if applicable, the U.S. District Court having jurisdiction over that county) is not a mutually convenient venue for the judicial proceedings for both you and us, then the judicial proceedings may be held in a different venue which is mutually convenient for both you and us (or in a virtual environment such as an online dispute resolution proceeding). 

WAIVER OF JURY TRIAL
YOU AND US EACH WAIVE TRIAL BY JURY IN ALL ACTIONS, PROCEEDINGS, OR COUNTERCLAIMS BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED OR RELATED TO OUR PROVISION OF THE SERVICES, YOUR USE OF THE SERVICES, THESE TERMS, OR OUR PRIVACY POLICY.

Entire Agreement
These Terms and our Privacy Policy set forth the complete and entire agreement between you and us relating to the subject matter in these Terms and our Privacy Policy and supersede all other discussions, negotiations, proposals, and agreements, whether oral or written, previously discussed or entered into, by you and us relating to the subject matter in these Terms and our Privacy Policy.

Waiver
Our failure or delay to exercise a right or remedy in these Terms shall not operate as a waiver of the same. Our waiver of a breach of any provision in these Terms shall not operate as a waiver of any subsequent breach. A waiver by us shall not be effective unless and until it is in written form and signed by us.

Severability
Each provision in these Terms shall be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision should be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision should be deemed removed from these Terms, but the remaining provisions shall remain in full force.

Additionally, please see the additional severability language near the top of these Terms (dealing with limiting provisions due to the definition of the “practice of law”). 

Assignment
These Terms and our Privacy Policy and all rights and licenses granted to you, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.

Power to Amend These Terms

These Terms are effective as of the Last Modified date at the top of this page.

We may amend these Terms at any time, for any reason, with or without notice to you, and your continued use of the Services after the amended Terms are posted on our Services will constitute your acknowledgment and agreement to the amended Terms. However, to the extent the amended Terms materially alter your rights or obligations in these Terms, the amended Terms will become effective upon the earlier of (a) your continued use of the Services with actual knowledge of the amended Terms; or (b) 30 days after the amended Terms are posted on the Services.

Contact

Except as otherwise required, all formal notices and communications that you may send to us shall be sent to us, with all expenses prepaid, to our registered agent and office on file with the Missouri Secretary of State.

You may send informal communications to us via email at support@contractcanvas.com.