The following terms and conditions (the “Agreement”) govern all use of the www.ContractRoom.com website (the “Site”) and the “ContractRoom Service” (taken together, the “Service”). The Service is owned and operated by Contract Room, Inc. (“Company”). The Service is offered subject to your (and the entity or company you represent) (the “User”) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Service by Company. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AND THE ENTITY AND COMPANY YOU REPRESENT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU DO NOT AGREE, DO NOT USE OR ACCESS THE SERVICE
Company reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Notwithstanding the foregoing, if User is registered to use the Service (“Registered User”), User will be subject to (i) the Master Services Agreement executed by User and Contract Room, Inc. or (ii) if no such agreement is in place, the terms and conditions of this Agreement in existence at the beginning of User’s then-current subscription period.
Company may change, suspend or discontinue any aspect of the Service at any time. Company may also impose limits on certain features and services or restrict User’s access to parts or all of the Service without notice or liability. With respect to Registered Users, material changes that adversely affect User will be effected beginning with the User’s next subscription period.
The Service is available only to individuals who are at least 18 years old. You represent and warranty that if you are an individual, you are at least 18 years old. User also certifies that User takes full responsibility for the selection and use of the the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
User agrees that all content and materials (collectively, “Content”) delivered via the Service or otherwise made available by Company at the Service are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Company in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, User may print or download a reasonable number of copies of the materials or content at this Service for User’s own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any content, materials or design elements on the Service for any other purpose is strictly prohibited without the express prior written permission of Company.
Use of Content for any purpose not expressly permitted in this Agreement is prohibited. Any rights not expressly granted herein are reserved.
USE OF SERVICE
User represents and warrants (i) User’s use of the ContractRoom Service will comply with all laws and regulations (including with respect to privacy), (ii) no content (such as documents, discussions, data, information, trademarks/logos, etc.) it submits to the ContractRoom Service (“User Content”) will infringe or otherwise violate any third party intellectual property rights or any laws or regulations, (iii) if User uses the ContractRoom Service on behalf of any third party, User has all necessary authorizations, and (iv) User’s use of the ContractRoom Service will not conflict with any obligations User has to any third party. Contract Room is hereby granted a non-exclusive, worldwide, perpetual, royalty-free, transferable right to use, reproduce and display such User Content as reasonably necessary to provide User with the ContractRoom Service.
Company reserves the right to remove any User Content from the ContractRoom Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.
If User is a Registered User, User will pay Contract Room service fees in accordance with pricing policy located at www.ContractRoom.com/pricing or as otherwise agreed by the parties in Exhibit A of the associated Master Services Agreement (“Fees”). Company reserves the right to change the Fees and to institute new charges and Fees at the end of each subscription period. Unless otherwise set forth set forth at www.ContractRoom.com/pricing or agreed to by the parties in writing, all Fees will be invoiced in advance. Unpaid Fees are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. User shall be responsible for all taxes associated with ContractRoom Service other than taxes based on Company’s net income.
User shall not submit any information to the Service that is false, misleading or inaccurate.
User shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Company reserves the right to bar any such activity.
User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Company server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.
User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service. User shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Service, or any other customer of Company, including any Company account not owned by User, to its source, or exploit the Service or any service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than User’s own information, as provided for by the Service.
User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Contract Room’s systems or networks, or any systems or networks connected to the Service or to Company.
User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.
User shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal User sends to Company on or through the Service. User shall not, in connection with the Service, pretend (e.g. through impersonation) that User is any other individual or entity. User shall not use the Service for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Company or others.
THIRD PARTY SITES
The Service may permit User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Company’s control, and User acknowledges that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company. User further acknowledges and agrees that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.
User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless Company and each of its employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or in connection with User’s (i) use or misuse of the Service; (ii) access to any part of the Service, (iii) User Content, (iv) dispute(s) with any other user(s), or (v) violation of this Agreement.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS.
Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (III) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (IV) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF USER’S USE OF ANY CONTENT OR INFORMATION POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICE, OR (V) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00 (U.S.) (provided that, if User is paying for the ContractRoom service, such amounts shall be equal to the fees paid by user to COMPANY during the then-current subscription period).
THE FOREGOING LIMITATIONS SHALL NOt APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Company may terminate User’s access to all or any part of the Service at any time, with or without cause, effective upon notice thereof to User; provided that, is User is a Registered User such termination will take place on five (5) days’ notice with an opportunity to cure within such period (provided further that, if Company determines there may be an immediate threat to Company, it may terminate such access without notice). Upon termination, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.
EXPORT AND TRADE CONTROLS
User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or through the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
When User visits the Service or send e-mails to Company, User is communicating with Company electronically. User hereby consents to receive communications from us electronically. User agrees that all agreements, notices, disclosures and other communications that Company provides to User electronically satisfy any legal requirement that such communications be in writing.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Company’s prior written consent. Company may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California, as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Company in any respect whatsoever.