License Agreement

License Agreement Contractuo – Document Lifecycle Management Master Subscription Agreement

Confidential and Proprietary. Copyright© by Contractuo Holding BV. All Rights Reserved. This document may not be reproduced for commercial purposes by any customer of Contractuo without explicit consent of Contractuo.

Contents

  1. Contents
  2. Contracting Parties
  3. Definitions
  4. License Grant
  5. Payments and Refund
  6. Availability and Technical Support
  7. Privacy and Security
  8. Applicability of Terms and Services
  9. Confidentiality
  10. Warranties
  11. Limitation of Liability
  12. Indemnification
  13. Term and Termination
  14. General

Contracting Parties

Contractuo and Subscriber are each a “party”, and together are“parties”, to this Agreement.

The Parties, intending to be legally bound, agree as set forth in this Agreement.

Definitions

Affiliate

shall mean any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.

Contractuo Service(s)

shall mean one or more of the hosted software services listed in Exhibit A

ContractuoWebsite

shall mean the website identified by the uniform resource locator http://www.contractuo.com

Terms of Service

shall mean the terms and conditions available at http://www.contractuo.com/terms.html and any additional terms and conditions specific to each of the ContractuoServices for access and use of ContractuoServices,as modified from time to time.

Privacy Policy

shall mean the privacy policy statement available at https://www.contractuo.com/privacy.html and any additional privacy policy statements specific to each of the ContractuoServices stating Contractuo’s privacy practices and commitments, as modified from time to time.

Security Policy

shall mean the security policy statement available at https://www.contractuo.com/security.html and any additional security policy statements specific to each of the ContractuoServices stating Contractuo’s security practices and commitments, as modified from time to time.

Confidential Information

shall mean all information disclosed by a party (" DisclosingParty") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party shall include the terms and conditions of this Agreement and all order forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing 4Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Service Defect(s)

shall mean any deviation in the actual performance, utility and functionality of any ContractuoService from the performance, utility, and functionality of ContractuoServices as represented in the documentation corresponding to the Service. Service Defect(s) do(es)not include requests for enhancement or additional features.

Subscription Period(s)

shall mean, in respect of each of the ContractuoServices, the duration of validity of each fee-based or free subscription plan purchased or signed up for by Subscriber.

Usage Limits

shall mean the limits on the use of each of the ContractuoServices.

License Grant

Contractuo hereby grants Subscriber a worldwide, non-exclusive, non-transferable license to access and use Contractuo Services during the Subscription Period and subject to Usage Limits, provided that Subscriber shall not:

  1. permit any third party to access or use ContractuoServices except when access of ContractuoServices by a third party is required in order for Subscriber to effectively use a communication or collaboration mechanism that forms part of one or more ContractuoServices;
  2. use any Application Programming Interface provided as part of the ContractuoServices for developing or providing any service to third parties without obtaining Contractuo’s prior consent for such use;
  3. share the user licenses other than by way of reassigning the user license to a new user;
  4. send or store material containing software viruses, worms, or other harmful computer codes, files, scripts or programs;
  5. interfere with the ContractuoServices or disrupt the integrity of the data contained therein; or
  6. use ContractuoServices in violation of Terms of Service unless such use is expressly permitted by this Agreement.

Payments and Refund

  1. Payments for Subscription Periods shall be made through Contractuo’s online platform using a credit card or other permitted payment method.
  2. Payments for Subscriptions for the Enterprise Package can be made by invoice but only if paid on an annual basis.
  3. If a purchase order for the Enterprise Account raised by Subscriber is accepted, the payment must be made by Subscriber within fifteen (15) days from the date of receipt of an accurate invoice by email. Contractuo may suspend or cancel the subscription if payment is not received within fifteen (15) days from the date of receipt of the invoice.
  4. Fees for ContractuoServices are based on purchase of services and not on actual usage. The Subscription Period will commence only upon receipt of payment or a purchase order acceptable to Contractuo.
  5. Subscriber understands that payment obligations are non-cancellable and payments received are non-refundable, unless otherwise specifically stated in this Agreement.
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Availability and Technical Support

  1. Contractuo’s service availability commitment, Contractuo’s policy for scheduling of downtime for maintenance and the remedies available to Subscriber in the event of Contractuo’s failure to meet the service availability commitment are provided in Exhibit B.
  2. Contractuo undertakes to acknowledge and resolve Service Defects reported by Subscriber according to the time frame specified in Exhibit C
  3. Contractuo Technical Support can be reached by form in the platform.If Subscriber has paid for on-call support, he/she may also reach Technical Support directly.

Privacy and Security

  1. Contractuo shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber’s data as provided in the Security Policy. Contractuo shall also adhere to its commitments in the Privacy Policy.
  2. Contractuo may modify its Privacy Policy upon notice to Subscriber at any time through a service announcement or by sending email to Subscriber's primary email address. If Contractuo makes significant changes to the Privacy Policy that affect Subscriber's rights, Subscriber will be provided with at least 30 days advance notice of the changes by email to Subscriber's primary email address. Subscriber may terminate use of Services by providing notice by email within 30 days of being notified of the availability of the modified Privacy Policy if the Privacy Policy is modified in a manner that substantially affects Subscriber's rights in connection with use of Services. In the event of such termination, Subscriber will be entitled to prorated refund of the unused portion of any prepaid fees. Subscriber's continued use of Services after the effective date of any change to the Privacy Policy will be deemed to be Subscriber's agreement to the modified Privacy Policy.
  3. Contractuo shall not (a) modify Subscriber’s data, (b) disclose Subscriber’s data except as compelled by law in accordance or as expressly permitted in writing by Subscriber, or (c) access Subscriber’s data except to provide the Services or prevent or address service or technical problems, or at Subscriber’s request in connection with customer support matters.

Applicability of Terms and Services

  1. All terms and conditions of the Terms of Service are applicable to Subscriber to the extent such terms and conditions are not contrary to this Agreement.
  2. Contractuo may modify its Terms of Service upon notice to Subscriber at any time through a service announcement or by sending email to Subscriber's primary email address. If Contractuo makes significant changes to the Terms of Service that affect Subscriber's rights, Subscriber will be provided with at least 30 days advance notice of the changes by email to Subscriber's primary email address. Subscriber may terminate use of Services by providing notice by email within 30 days of being notified of the availability of the modified Terms of Service if the Terms of Service are modified in a manner that substantially affects Subscriber's rights in connection with use of Services. In the event of such termination, Subscriber will be entitled to prorated refund of the unused portion of any prepaid fees. Subscriber's continued use of Services after the effective date of any change to the Terms of Service will be deemed to be Subscriber's agreement to the modified Terms of Service.

Confidentiality

  1. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
  2. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

Warranties

  1. Contractuo warrants that the Services will perform materially in accordance with the documentation.
  2. Contractuo warrants that except in case of deprecation, Contractuo will not materially decrease the functionality of Services. Contractuo will announce deprecations at least three months before such deprecations are effective and provide clear instructions for migration. Subscriber may terminate this Agreement with immediate effect during the three months period following announcement of deprecation and be entitled to refund of subscription fee proportionate to the unused portion of the Subscription Period. Contractuo also warrants that upon request, Subscriber will be provided complete export of data in order to facilitate migration.
  3. Warranty Disclaimer. subscriber understands and agrees that the use of theContractuo services is at subscriber’s sole risk. except for warranties specified in this agreement, Contractuo disclaims warranties of all kinds, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, uninterrupted use and any warranties arising out of any course of dealing or usage of trade. no advice or information obtained by subscriber from Contractuo or from any 7third party shall create any warranty not expressly stated in this agreement. the foregoing exclusions and limitations shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Limitation of Liability

Under no circumstances and under no legal theory, whether tort, contract, product liability, negligence or otherwise, shall either party be liable to the other or any third party for any indirect, special, incidental, or consequential damages. Contractuo will not be liable for any loss resulting from Subscriber’s use or inability to use the Services even if Contractuo shall have been advised of the possibility of such loss. In no event shall the liability of either party to the other for any claim or action arising out of this agreement exceed the aggregate of all amounts paid by the Subscriber to Contractuo in the 12 (say “Twelve”) months preceding the initiation of such claim or action.

Indemnification

Indemnification by Contractuo

Contractuo shall defend Subscriber against any claim, demand, suit, or proceeding ("Claim") made or brought against Subscriber by a third party alleging that the ContractuoServices infringe or misappropriate the intellectual property rights of a third party, and shall indemnify Subscriber for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Subscriber in connection with any such Claim; provided, that Subscriber (a) promptly gives Contractuo written notice of the Claim; (b) gives Contractuo sole control of the defense and settlement of the Claim (provided that Contractuo shall not settle any Claim unless the settlement unconditionally releases Subscriber of all liability); and (c) provide to Contractuo all reasonable assistance at the Subscriber’s expense. The above shall constitute Contractuo’s sole liability for and Subscriber’s sole remedy against Contractuo for claims that use of Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party.

Indemnification by Subscriber

Subscriber shall defend Contractuo against any Claim made or brought against Contractuo by a third party alleging that Subscriber’s data, or Subscriber’s use of the Services, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Contractuo for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Contractuo in connection with any such Claim; provided, that Contractuo (a) promptly gives Subscriber written notice of the Claim; (b) gives Subscriber sole control of the defense and settlement of the Claim (provided that Subscriber shall not settle any Claim unless the settlement unconditionally release Contractuo of all liability); and (c) provides to Subscriber all reasonable assistance, at Subscriber’s expense. The above shall constitute Subscriber’s sole liability for and Contractuo’s sole remedy against Subscriber for the type of claims listed above.

Term and Termination

  1. The term of this Agreement shall commence on the Effective Date and continue until all subscriptions granted in accordance with this Agreement have expired or been terminated.
  2. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership,liquidation or assignment for the benefit of creditors.
  3. Upon any termination for cause by Subscriber, Contractuo shall refund Subscriber any prepaid fees covering the unused portion of the Subscription Period. Upon any termination for cause by Contractuo, Subscriber shall expedite all payments due to Contractuo.
  4. Upon Termination of this Agreement by either party, Contractuo shall provide Subscriber to export the data stored in the Contractuo Services in a suitable format, but ultimately chose by Contractuo.
  5. Confidentiality, the Warranty Disclaimer, Limitation of Liability, Indemnification, paragraph iii and iv of Term and Termination as well as the General Clause (hereafter)shall survive the termination of this Agreement.

General

  1. This Agreement, including the attached exhibits, constitutes and contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, concerning the subject matter hereof.
  2. This Agreement shall be governed by and construed strictly in accordance with the laws of The Netherlands (excluding the rules governing conflict of laws). Any dispute arising out of or resulting from this Agreement shall be subject to the exclusive jurisdiction of courts in Amsterdam to the exclusion of all other courts.
  3. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
  4. No changes, modifications or amendment of any nature made to this Agreement shall be valid unless evidenced in writing and signed for and on behalf of both parties by the respective authorized representatives.
  5. If any provision in this Agreement is found or held to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. However, if the severed provision is essential and material to the rights or benefits received by either party, the parties shall use their best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or Agreement which most nearly approximates to their intent in entering into this Agreement.
  6. Subscriber shall not assign, lease, rent, delegate or otherwise transfer its licenses and other rights as well as duties under this Agreement except with the prior written consent of Contractuo. Any assignment in derogation of this provision will be void.
  7. Any waiver of any obligation of the either party arising out of this Agreement shall not take effect unless agreed to in writing by both the parties to this Agreement.
  8. This Agreement may be executed, either physically or electronically, in one or more counterparts, all of which shall be considered original and constituting one and the same agreement.
  9. Nothing contained in this Agreement shall be construed so as to confer any right, benefit or remedy upon any third party to this Agreement.
  10. This Agreement has been independently negotiated between the parties. Accordingly, no provision of this Agreement shall be construed against one party by reason of such party being deemed the “author” of the Agreement. Section headings are not to be considered a part of this Agreement or to be a full and accurate description of the contents hereof. The terms of this Agreement shall be considered as confidential information of both the parties and both parties shall be bound to maintain the confidentiality of the terms of this Agreement.

Exhibit A – Contractuo Services

Contractuo ServicesContractuo offers, with the Contractuo Contract Lifecycle Management the following services, based on which application package(s) have been selected or not selected by Subscriber.

The following list may not be exhaustive and serves only as an indication of the core services:

  1. Contract drafting
  2. Contract signing
  3. Contract storing
  4. CRM
  5. Policy Management
  6. Whistleblower
  7. Identity verification

EXHIBIT B – SERVICE LEVEL TERMS AND CONDITIONS

Downtime

shall mean inability to access ContractuoServices due to a Qualifying Fault. Downtime is measured based on availability of the individual Services as measured by Contractuo’s application monitoring tool.

Qualifying Fault

shall mean and include server-side errors and reachability errors attributable to ContractuoServices.

Downtime Period

shall mean ten or more consecutive minutes of Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted towards any Downtime Periods.

Monthly Uptime

shall mean total number of minutes in a calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in a calendar month.

Monthly Uptime Percentage

shall mean the percentage calculated by dividing Monthly Uptime by the total number of minutes ina calendar month.

Scheduled Downtime

shall mean unavailability of ContractuoServices about which Subscriber is informed at least forty eight (48) hours in advance. A Schedule Downtime will not constitute a Qualifying Fault.

Service Credit

shall mean days added to the end of the Subscription Period at no additional cost as compensation for Contractuo’s failure to meet the monthly uptime commitment.

Contractuo will ensure that Scheduled Downtime is planned on weekends between 6:00 pm to 8:00 am (Central European Time –GMT+2).

ContractuoServices will have a Monthly Uptime Percentage of 97%, unless specific uptime guarantee packages have been bought.

Calculation of Service Credit for basic uptime (97%):

Uptime
Compensation for Downtime (No. Of Days of Service Credit)

96% -96,9%

7

95% -95,9%

15

<95%

30

Calculation of Service Credit for upgraded uptime (99%):

Uptime
Compensation for Downtime (No. Of Days of Service Credit)

98% to 98.9%

7

97% to 97.9%

15

<97%

30

Calculation of Service Credit for upgraded uptime (99,5%):

Uptime
Compensation for Downtime (No. Of Days of Service Credit)

99% to 99.4%

7

98% to 98.9%

15

<98%

30

Request for Service Credit.

In order to receive any of the Service Credits described above, Subscriber must notify Contractuo within thirty (30) days from the time Subscriber becomes eligible to receive a Service Credit. Failure to comply with this requirement will result in forfeiture of Subscriber’s right to receive a Service Credit.

Maximum Service Credit.

The aggregate maximum number of Service Credits to be issued by Contractuo to Subscriber for any and all Downtime Periods that occur in a single calendar month shall not exceed thirty days of Service added to the end of subscription term. Service Credits may not be exchanged for, or converted to, monetary compensation.

Sole and Exclusive Remedy.

shall mean ten or more consecutive minutes of Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted towards any Downtime Periods.

SLA Exclusions.

The SLA does not apply to any performance and availability issues: (i) caused by factors outside of Contractuo’s reasonable control; (ii) that resulted from any actions or in actions of Subscriber; or (iii) that resulted from Subscriber’s equipment and/or third party equipment that are not within Contractuo’s reasonable control. It is hereby clarified that performance and availability issues caused by factors within Contractuo’s control and attributable to Contractuo or its vendors are not excluded.

EXHIBIT B – SERVICE LEVEL TERMS AND CONDITIONS

Downtime

shall mean inability to access ContractuoServices due to a Qualifying Fault. Downtime is measured based on availability of the individual Services as measured by Contractuo’s application monitoring tool.

Qualifying Fault

shall mean and include server-side errors and reachability errors attributable to ContractuoServices.

Downtime Period

shall mean ten or more consecutive minutes of Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted towards any Downtime Periods.

Monthly Uptime

shall mean total number of minutes in a calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in a calendar month.

Monthly Uptime Percentage

shall mean the percentage calculated by dividing Monthly Uptime by the total number of minutes ina calendar month.

Scheduled Downtime

shall mean unavailability of ContractuoServices about which Subscriber is informed at least forty eight (48) hours in advance. A Schedule Downtime will not constitute a Qualifying Fault.

Service Credit

shall mean days added to the end of the Subscription Period at no additional cost as compensation for Contractuo’s failure to meet the monthly uptime commitment.

Contractuo will ensure that Scheduled Downtime is planned on weekends between 6:00 pm to 8:00 am (Central European Time –GMT+2).

ContractuoServices will have a Monthly Uptime Percentage of 97%, unless specific uptime guarantee packages have been bought.

Calculation of Service Credit for basic uptime (97%):

Uptime
Compensation for Downtime (No. Of Days of Service Credit)

96% -96,9%

7

95% -95,9%

15

<95%

30

Calculation of Service Credit for upgraded uptime (99%):

Uptime
Compensation for Downtime (No. Of Days of Service Credit)

98% to 98.9%

7

97% to 97.9%

15

<97%

30

Calculation of Service Credit for upgraded uptime (99,5%):

Uptime
Compensation for Downtime (No. Of Days of Service Credit)

99% to 99.4%

7

98% to 98.9%

15

<98%

30

Request for Service Credit.

In order to receive any of the Service Credits described above, Subscriber must notify Contractuo within thirty (30) days from the time Subscriber becomes eligible to receive a Service Credit. Failure to comply with this requirement will result in forfeiture of Subscriber’s right to receive a Service Credit.

Maximum Service Credit.

The aggregate maximum number of Service Credits to be issued by Contractuo to Subscriber for any and all Downtime Periods that occur in a single calendar month shall not exceed thirty days of Service added to the end of subscription term. Service Credits may not be exchanged for, or converted to, monetary compensation.

Sole and Exclusive Remedy.

shall mean ten or more consecutive minutes of Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted towards any Downtime Periods.

SLA Exclusions.

The SLA does not apply to any performance and availability issues: (i) caused by factors outside of Contractuo’s reasonable control; (ii) that resulted from any actions or in actions of Subscriber; or (iii) that resulted from Subscriber’s equipment and/or third party equipment that are not within Contractuo’s reasonable control. It is hereby clarified that performance and availability issues caused by factors within Contractuo’s control and attributable to Contractuo or its vendors are not excluded.

EXHIBIT C –SUPPORT TERMS AND CONDITIONS

Severity Level 1:

The ContractuoService does not function without a fix being applied and the problem has significant effect on the revenues or business operations of Subscriber.

Severity Level 2:

The ContractuoService can function. However, the ContractuoService functions providing incorrect results or its performance is inconsistent with the performance described in the documentation.

Severity Level 3:

The functionality of the ContractuoService is not affected by the problem or can be achieved by using other features of the ContractuoService.

Acknowledgement, Problem Determination and Resolution/Restoration Timeframe:

Severity Level
Acknowledgement
Problem Determination
Resolution / Restoration

1

6 hours

24 hours

24 hours

2

15 hours

3 days

3 days

3

24 hours

7 days

7 days