Last updated: October 2021
LICENSE AND ACCESS TERMS
Restrictions. You may not: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of the Service in any way; (b) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Service is based; (c) use the Service to develop a competing service or product; (d) use or merge the Service or any component thereof with other hardware, software, databases, or services not provided or approved in writing by Contracts 365; (e) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the Service; (f) use any material or information made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any person and/or entity; (g) use the Service in violation of any applicable laws, rules or governmental regulations relating to the privacy or security of Personal Information, including without limitation Sensitive Personal Information or (h) delete, modify, hack, or attempt to change or alter the Service.
Government Restricted Rights. The Service and the Documentation have been developed at private expense and are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation. Whenever so permitted, the government and any intermediate buyers will obtain only those rights specified in this Agreement. Thus, the Service referenced herein, and the Documentation provided by Contracts 365 hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by or FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation) or successor regulations. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Contracts 365 to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. All other use is prohibited.
Ownership. All right, title and interest in and to the Service, including without limitation all copies, modifications and derivatives (in whole or in part) thereof, and all related copyright, patent, trade secret and other intellectual property and proprietary rights, along with any analytic data regarding the Service, are and will remain the exclusive property of Contracts 365 and/or its licensors. Contracts 365 and its suppliers, including without limitation all of Contracts 365’s third-party licensors and third-party service providers, reserve any and all rights, implied or otherwise, which are not expressly granted to you hereunder.
Suggestions. You may, from time to time, make known to Contracts 365 suggestions regarding the Service, including without limitation suggestions in response to any product plans or roadmaps shared with you. Unless otherwise agreed to in writing by the parties with respect to any such suggestion, you hereby grants to Contracts 365 a royalty-free, fully paid up, worldwide, irrevocable, perpetual license to use, disclose, reproduce, modify, sublicense, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit any such suggestion, in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same, without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its Service any development incorporating or derived from any such suggestion with no obligation to license or to make available the Improvement to you or any other person or entity.
LICENSE TO HOST END USER DATA
Contracts 365 may develop updates, upgrades, patches, and other software modifications for the Service (“Software Updates”) in its sole and absolute discretion. Software Updates can be released and/or incorporated into the Service without prior notice and without your consent. By using the Service, you hereby consent to all Software Updates. If you do not consent to Software Updates being released and/or incorporated into the Service automatically, your only remedy is to uninstall all related software, if any, and cease your access to and use of, the Service.
OWNERSHIP AND INTELLECTUAL PROPERTY
You acknowledge and agree that all Subscriber Data will be stored in the Subscriber’s own Microsoft 365 instance and will not be stored by the Service. You acknowledge and agree that Subscriber and its Authorized Users and other personnel, and not Contracts 365, are responsible for ensuring the integrity, accuracy, security and continuity of the Subscriber Data maintained in the Subscriber’s Microsoft 365 instance. Contracts 365 shall have no liability if Subscriber is unable to access or use the Subscriber Data as a result of or in any way relating to Microsoft 365 or any other third-party software or services. You will not submit any Subscriber Data to the Service unless the Subscriber has granted to Contracts 365 a non-exclusive, royalty-free, fully paid, worldwide license under the Subscriber’s Contracts 365 Service Agreement, to use such Subscriber Data as necessary to provide the Service to Subscriber and its Authorized Users, and to permit Contract 365’s third-party hosting providers and service providers to exercise such rights on Contract 365’s behalf in connection with Contract 365’s provision of the Contracts 365 Service to Subscriber and its Authorized Users. You should consult with the Subscriber if you have any question regarding the requirements of this paragraph.
RESTRICTIONS ON USE
You shall not, and shall not permit any third-party to: (i) modify, adapt, resell, rent, lease, loan, create or prepare derivative works based upon the Service or any part thereof (you agree that any works resulting from such actions are derivative works of the Service and as such are the sole and exclusive property of Contracts 365 or its licensors), (ii) use the Service other than in accordance with its Documentation, (iii) copy the Service; (iv) use the Service in contravention to any applicable laws, rules or government regulations; (v) remove any product identification, proprietary, copyright or other notices contained in the Service; (vi) use the Service in any manner that infringes intellectual property or other rights of Contracts 365 or another party, (vii) use or permit the Contracts 365 Service to be used by or for the benefit of any other person or entity who is not an Authorized User acting on behalf of the Subscriber, (vii) sublicense, sell, assign, transfer or disclose the Service or any copy thereof to any other party not an Authorized User of the Subscriber for whom you are accessing the Service, and (viii) decompile, disassemble or otherwise reverse engineer the Service.
You shall not, and shall not permit any third-party to: (i) interfere or disrupt the integrity or performance of the Service and shall use commercially reasonable efforts to prevent unauthorized control or tampering of any other unauthorized access to, or use of, the Service or the systems operated by or on behalf of Contracts 365 to make available the Service; (ii) attempt to gain unauthorized access to the Service or Contract 365’s or its third-party hosting providers’ related systems or networks; (iii) access or use the Service in a United States embargoed country or in violation of any applicable export law or regulation (including any United States export laws or regulations); (iv) use the Service in violation of any Microsoft policies or requirements applicable to any portion of the Microsoft 365 service for which you are using the Service (whether licensed to you or to the Subscriber for which you are using the Service); (v) use the Service in violation of any applicable, laws, rules, regulations or guidelines (governmental or otherwise); (vi) attempt to probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of any system or network associated with the Service or breach any security or authentication measures; or (vii) use the Service in order to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third-party privacy rights; or (c) send or store material containing software viruses, security vulnerabilities, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs which are intended to damage, disable or otherwise cause harm to the Service, Contract 365’s or its third-party hosting providers’ related equipment, hardware, software, systems or networks, or Contract 365’s other Subscribers or their data.
You are responsible for compliance with this Agreement and for all activities that occur under your Authorized User accounts. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you submit to the Service from any Microsoft 365 service, (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Service, or the systems on which the Service operates, and notify Contract 365 immediately of any unauthorised use or security breach affecting the Service or the any applicable Microsoft 365 instance of which you become aware; (iii) comply with all applicable local, state, federal, and foreign laws, rules and regulations in using the Service; and (iv) obtain and maintain, at your sole expense, all computer hardware, software, and communications equipment needed to access and use the Service, including without limitation a current, valid Microsoft 365 subscription, and pay all access charges (e.g., ISP fees) incurred in connection with your access and use of the Service. Notwithstanding any provision to the contrary in the Agreement, you acknowledge and agree that use of the Service to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Service and therefore you shall be solely responsible for any such use of the Service by you, and Contract 365 shall bear no responsibility, risk or liability for the same. Further, by using the Service, you agree that you will not input, and will not solicit any third parties to input, Sensitive Personal Information into the Service or otherwise use the Service in a manner that could give rise to obligations under applicable laws, rules, regulations or guidelines relating to Personal Information, including without limitation Sensitive Personal Information.
You agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions with respect to your use of the Service. Without limiting the foregoing, (i) you represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) you will not access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) you will not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations.
You will safeguard the devices, computers, and all user identification, password and related information networks used to access the Service (collectively, “User Credentials”). You agree to: (1) keep your User Credentials secure and confidential and (2) not permit others to use your User Credentials. You will notify Contracts 365 immediately if you learn of any unauthorized use of any User Credentials and Contracts 365 reserves the right, in its sole discretion and without liability to you or to the Subscriber for which you are accessing the Services or its other Authorized Users, to take any action Contracts 365 deems necessary or reasonable to ensure the security of the Service and all user Credentials and accounts, including terminating your access or the access of any other Authorized Users, changing passwords, or requesting additional information to authorize activities related to your use of the Service.
EXCEPT FOR THE EXPRESS WARRANTIES GRANTED TO THE SUBSCRIBER UNDER AN APPLICABLE CONTRACTS 365 SERVICE AGREEMENT, THE SERVICE IS PROVIDED “AS-IS”. CONTRACTS 365 PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND TO YOU WITH RESPECT TO THE SERVICE (WHICH, FOR PURPOSES HEREOF, INCLUDES ANY DOCUMENTATION, SUPPORT SERVICES, PROFESSIONAL SERVICES, TRAINING, DELIVERABLES, MICROSOFT 365, THIRD-PARTY SERVICES, THIRD-PARTY SOFTWARE, OR OTHER SERVICES). CONTRACTS 365 SPECIFICALLY DISCLAIMS AND
EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTRACT 365’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, TERM, REPRESENTATION, UNDERTAKING OR GUARANTEE WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICE TO SUPPLYING THE APPLICABLE SERVICE AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICE AGAIN.
Contracts 365 does not warrant that the features, functions or performance of the Service will meet the requirements of Subscriber or any Authorized Users or that the operation of the Service will be uninterrupted, error-free or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of privacy and/or the loss or corruption of Subscriber Data, Subscriber confidential information and Subscriber property. Further, Contracts 365 does not make any representations or warranties with respect to the interoperability of the Service with hardware, software, services or other materials not developed or provided by Contracts 365.
LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT TO ANY LIMITATIONS SET FORTH IN AN APPLICABLE CONTRACTS 365 SERVICE AGREEMENT, IN NO EVENT WILL CONTRACTS 365, OR ITS AFFILIATES, EMPLOYEES OR AGENTS, OR CONTRACT 365’S SUPPLIERS, BE LIABLE FOR LOSS OF GOODWILL, PROFITS, BUSINESS, USE OR DATA, OR FOR INTERRUPTION OF BUSINESS OR CORRUPTION OF DATA, OR FOR COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE LIMITATIONS HEREIN MAY NOT APPLY. Contracts 365 shall not be responsible or liable for any loss, damage or inconvenience suffered by you or any third person, to the extent that such loss, damage or inconvenience is caused by the failure of you or such third person to comply with its obligations under this Agreement.
TERM AND TERMINATION
Compliance with Law. You may not use the Service in violation of any applicable laws, rules or governmental regulations, including without limitation any laws, rules or regulations relating to privacy or information security.
"Authorized User” means an individual who has been authorized by the Subscriber to access and use the Service on its behalf and for whom such Subscriber has a valid license or other right to provide such authorization, as set forth in a valid Contracts 365 Service Agreement.
“Documentation” means the most current version of the documentation for the Service made available from time to time by Contracts 365 to assist Authorized Users in the use of the Service, including: (i) user and system administrator guides and manuals and other written materials, including the software functional specifications, and (ii) on-line help for use by Authorized Users in connection with the Service.
“Personal Information” means information that you provide to us which personally identifies you or any other person, such as a name, email address, or billing information, or other data that can be reasonably linked to such information by Contracts 365, such as information we associate with your Contracts 365 account.
“Sensitive Personal Information” means a particular category of Personal Information including more sensitive Personal information, such as (a) social security numbers; (b) passport numbers or other government issued identification numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body; (c) health or medical information, other than food allergies or medical contact information; (d) financial account information which must be protected in accordance with specific or heightened security requirements imposed by Applicable Laws or industry standards; (e) information that reveals your race or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, sex orientation or activities, or genetic or biometric data; or (f) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, IP address, email address, and phone number).
“Subscriber Data” means all electronic data you or any third party acting on behalf of The Subscriber submits to the Service for processing, including without limitation all contract documents and related metadata.