Terms of Use & End User License Agreement

Effective Date: 25th January 2025
Last Updated: 30th May 2025

These Terms of Use and End User License Agreement (“Agreement”) constitute a binding contract between you (“User”, “Client”, or “you”) and ContractSPAN Tech Solutions Private Limited (“ContractSPAN”, “Company”, “we”, “us”, “our”) for access to and use of the ContractSPAN platform, software, website, and all associated features and services (collectively, the “Services”).

This Agreement governs all use of the Services, including but not limited to contract creation, contract repository management, e-signature functionalities, data extraction, integrations, and support. By registering for, accessing, or using the Services, you confirm that you have read, understood, and agreed to be bound by this Agreement, including all policies referenced herein and the Privacy Policy. If you do not agree to these Terms, you must not use the Services.

1) INTRODUCTION AND ACCEPTANCE

  1. These Terms of Use and End User License Agreement (“Agreement”) constitute a binding contract between you (“User”, “Client”, or “you”) and ContractSPAN Tech Solutions Private Limited (“ContractSPAN”, “Company”, “we”, “us”, “our”) for access to and use of the ContractSPAN platform, software, website, and all associated features and services (collectively, the “Services”).
  2. This Agreement governs all use of the Services, including but not limited to contract creation, contract repository management, e-signature functionalities, data extraction, integrations, and support.
  3. By registering for, accessing, or using the Services, you confirm that you have read, understood, and agreed to be bound by this Agreement, including all policies referenced herein and the Privacy Policy.
  4. If you do not agree to these Terms, you must not use the Services.

2) DEFINITIONS

  1. "Agreement:" means these Terms of Use and EolA, along with all incorporated policies, amendments, and referenced documents.
  2. "Software:" refers to the ContractSPAN Contract Management & E-Signature software, its modoles, all versions, up
  3. "User"/"Client" means the individual or legal entity who registers for or uses the Services.
  4. "Client Data" means all documents, information, signatures, contracts, metadata, or any other content uploaded, created, stored, processed, or transmitted by the User through the Services.
  5. "Documentation"means user manuals, help files, technical guides, training materials, and all written or digital instructions provided for the Software.
  6. "E-sign"/"E-signature"means electronic signature functionality as per applicable law.
  7. "Contract Management"means the process of contract creation, review, approval, signature, repository, tracking, renewal, compliance, audit, and archival functionalities provided by the Software.
  8. "Engagement Letter"means any commercial agreement or statement of work executed between the Client and the Company.
  9. "Authorized User"means each employee, agent, consoltant, or representative authorized by the Client to use the Services under the Client’s account.
  10. "Client Logo"means the logo, trademark, or trade name owned or controlled by the Client.

3) ELIGIBILITY & ACCOUNT CREATION

  1. To use the Services, you must be at least 18 years old and legally capable of entering into contracts.
  2. Legal entities must ensure their representatives are doly authorized.
  3. You must provide accurate, complete, and up-to-date registration information. You are responsible for all activities conducted under your account and must maintain confidentiality of your credentials.
  4. Sharing of accounts or login credentials is strictly prohibited.

4) LICENSE GRANT & RESTRICTIONS

  1. License Grant: Subject to payment and compliance, ContractSPAN grants you a limited, non-exclusive, non-transferable, revocable license to use the Software and Services during the term, for the number of users and modules set forth in your Engagement Letter, solely for your internal business operations.
  2. License Restrictions: You shall not:
    1. Transfer, sublicense, sell, rent, lease, or distribute the Software to third parties.
    2. Copy, modify, translate, create derivative works, reverse engineer, decompile, disassemble, or attempt to discover the source code or structure of the Software.
    3. Circumvent security measures or access the Software in order to build a competing or similar product.
    4. Use the Services for any unlawful purpose or for the benefit of unauthorized third parties.
    5. Remove, obscure, or alter any proprietary notices, copyright, or trademark labels from the Software.
    6. Any unauthorized use constitutes a material breach of this Agreement and may result in immediate suspension or termination of Services.

5) CONTRACT MANAGEMENT FUNCTIONALITIES

  1. The Software provides functionalities for:
    1. Drafting, uploading, and storing contracts.
    2. Automated workflow for review, approval, negotiation, and version control.
    3. Contract repository with metadata extraction and search.
    4. Renewal, expiry, and obligation management notifications.
    5. AI-powered data extraction and clause analysis.
    6. Audit trail and activity logs for each contract and user action.
    7. Exporting contract data and documents in multiple formats.
  2. The User is solely responsible for:
    1. The accuracy and legality of contracts created or stored.
    2. Ensuring appropriate internal controls, approvals, and compliance with applicable law.
    3. Determining the retention, deletion, or archival period for contract records.
  3. The Company does not provide legal advice. Use of templates, clauses, or automated suggestions does not constitute legal advice.

6) E-SIGNATURE PROVISIONS

  1. The Software enables execution of contracts via legally compliant e-signature functionalities in accordance with the Information Technology Act, 2000 and other applicable laws.
  2. Users are responsible for:
    1. Verifying the identity, authority, and capacity of all signatories.
    2. Confirming whether a document is eligible for electronic execution as per applicable law.
  3. E-signed documents are stored with detailed audit trails, including IP address, date/time stamps, signer identity, and document hashes to ensure non-repudiation.
  4. The Company does not guarantee enforceability of any document and does not act as a party or witness to any agreement executed using its e-signature functionality.
  5. The User understands that certain documents (e.g., wills, negotiable instruments, powers of attorney, etc.) may not be validly executed electronically as per Indian law or other applicable law.
  6. The Company is not responsible for the legal sufficiency, completeness, or validity of any electronic signature or executed document.

7) INTELLECTUAL PROPERTY

  1. The Software, platform, UI/UX, algorithms, processes, AI models, and all associated materials are exclusively owned by ContractSPAN and protected by Indian and international intellectual property laws.
  2. No rights, title, or interest in or to any intellectual property is transferred to the User except for the limited license granted herein.
  3. The User retains ownership of all Client Data uploaded to or generated within the Software. The Company has a limited license to process such data only as required to deliver and support the Services.

8) CLIENT DATA, PRIVACY & SECURITY

  1. All Client Data is confidential and owned by the Client.
  2. The Company agrees to maintain industry-standard administrative, technical, and physical safeguards to protect Client Data against unauthorized access, use, disclosure, or loss.
  3. The Company may access Client Data only:
    1. For providing technical support and maintenance.
    2. To comply with legal obligations.
    3. Upon written instructions from the Client.
  4. Data retention, back-up, and deletion:
    1. Upon termination and full payment of dues, the Company will provide Client Data export in commonly used formats.
    2. Data will be permanently deleted from Companys servers after 90 days unless otherwise agreed.
  5. The Company′s privacy practices are described in detail in the Privacy Policy, which is incorporated herein by reference.

9) CLIENT LOGO & BRAND USAGE

  1. The Client grants ContractSPAN a non-exclusive, non-transferable, royalty-free license to display the Client’s name and logo on the Company’s website, presentations, and marketing materials to identify the Client as part of the ContractSPAN clientele.
  2. Use is strictly limited to identification and shall:
    1. Not imply endorsement.
    2. Comply with any brand guidelines provided by the Client.
    3. Not involve any modification, distortion, or unauthorized animation of the Client Logo.
  3. Upon written request, ContractSPAN will remove the Client Logo within ten (10) business days.
  4. All goodwill from such use will inure solely to the Client.

10) CONFIDENTIALITY

  1. Both parties may access or receive Confidential Information from each other. Confidential Information includes all non-public technical, commercial, financial, and business information, software source code, Documentation, and Client Data.
  2. Each party agrees:
    1. To maintain Confidential Information in strict confidence.
    2. Not to disclose Confidential Information except to its employees, contractors, or affiliates with a need to know and under similar confidentiality obligations.
    3. To use Confidential Information solely to fulfill its obligations under this Agreement.
  3. Exclusions: Confidential Information does not include information that is public, received lawfully from a third party, or required to be disclosed by law (with notice to the disclosing party).
  4. Both parties acknowledge that breach may cause irreparable harm, entitling the non-breaching party to injunctive relief.

11) WARRANTIES AND DISCLAIMERS

  1. The Company warrants that it has the authority to license the Software and that the Software will substantially perform in accordance with Documentation.
  2. The Company does not warrant that:
    1. The Services will meet all User requirements.
    2. The Software will be error-free or uninterrupted.
    3. Any particular legal outcome or enforceability for contracts executed via the platform.
  3. All third-party integrations are provided “as is” and subject to the third party′s terms.
  4. Except as expressly provided, all warranties, conditions, or guarantees—statutory, express, or implied—are disclaimed to the maximum extent permitted by law.

12) USER OBLIGATIONS & RESTRICTIONS

  1. The User agrees to:
    1. Use the Services solely for lawful purposes.
    2. Comply with all applicable laws, including but not limited to data privacy, contract law, and e-signature regulations.
    3. Not use the Services to create, transmit, or store illegal, infringing, defamatory, or fraudulent content.
    4. Not use automated means to access or disrupt the Service.
  2. The User is responsible for maintaining the confidentiality and security of all access credentials.

13) FEES, PAYMENTS & TAXES

  1. Fees for Services are as set out in the Engagement Letter, Order Form, or published on the Website.
  2. All payments are due as specified. Late payments may result in suspension of access.
  3. Fees are exclusive of applicable taxes, duties, or government charges.
  4. No refunds are provided except as expressly stated.

14) THIRD-PARTY SERVICES, INTEGRATIONS & LINKS

  1. The Software may facilitate integrations with third-party services (e.g., SMS gateways, cloud storage, eSign providers). The Company is not responsible for third-party services’ availability, security, or content.
  2. The User assumes all risk for use of such third-party services and must review and accept their terms independently.

15) AUDIT, COMPLIANCE & RECORD RETENTION

  1. The Company will maintain logs and records of all material User activities on the platform to enable auditability and compliance with applicable law.
  2. The User is responsible for determining the duration and method of record retention in accordance with applicable law.
  3. The Company may, upon written notice, allow for reasonable audits of its compliance with information security obligations, subject to confidentiality and at mutually agreed times.

16) SUSPENSION, TERMINATION & POST-TERMINATION OBLIGATIONS

  1. Either party may terminate this Agreement for material breach, insolvency, or as otherwise provided in the Engagement Letter.
  2. The Company may suspend or terminate access for breach, non-payment, violation of law, or technical necessity.
  3. Upon termination:
    1. Access to the Software will be revoked.
    2. Outstanding fees become immediately due.
    3. Client Data will be returned or deleted as per Section 8.
  4. Clauses relating to confidentiality, IP, indemnity, limitation of liability, data ownership, and dispute resolution survive termination.

17) INDEMNIFICATION

  1. The User shall indemnify and hold harmless ContractSPAN, its affiliates, directors, officers, and employees from and against any claims, losses, damages, or liabilities arising from:
    1. User’s breach of this Agreement.
    2. Violation of law.
    3. Misuse of the Services.
    4. Content or contracts uploaded, generated, or signed using the Software.
  2. The Company shall defend the User against claims that the Software infringes any intellectual property right, subject to limitations set herein.

18) LIMITATION OF LIABILITY

    To the maximum extent permitted by law:
    1. The Company’s total aggregate liability arising from or related to this Agreement will not exceed fees paid by the User in the preceding twelve (12) months.
    2. In no event shall either party be liable for any indirect, incidental, consequential, punitive, or special damages.

19) FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, acts of government, or internet outages.

20) ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other, except to a successor entity in connection with merger, acquisition, or sale of all or substantially all assets.

21) NON-COMPETE & NON-SOLICITATION

  1. The Client shall not, during the term and for twelve (12) months after termination, provide similar software or services to third parties in competition with ContractSPAN.
  2. Neither party shall, during the term and for one year after, solicit or hire employees of the other party except through general advertisements.

22) INDEPENDENT CONTRACTOR

The relationship between the User and the Company is that of independent contractors. Nothing herein creates any agency, partnership, or employment relationship.

23) SEVERABILITY & WAIVER

If any provision of this Agreement is found to be unenforceable, the remainder shall continue in effect. No waiver shall be deemed a further or continuing waiver unless expressly stated in writing.

24) GOVERNING LAW & DISPUTE RESOLUTION

  1. This Agreement is governed by the laws of India.
  2. Any dispute shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Hyderabad, Telangana, India. The language shall be English.
  3. The courts at Hyderabad, Telangana shall have exclusive jurisdiction for all disputes not subject to arbitration.

25) NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to:
Grievance Officer:
Name: Paavan Gupta
Email: [email protected]
Address: Flat No. 208, Aliens Blend, Vittal Rao Nagar, Madhapur, Hyderabad, Telangana - 500081

26) ENTIRE AGREEMENT & MODIFICATIONS

  1. This Agreement, including the Engagement Letter and Privacy Policy, constitutes the entire agreement and supersedes all prior agreements or understandings.
  2. Amendments must be in writing and signed by authorized representatives of both parties.

By using ContractSPAN, you acknowledge and agree to these detailed Terms of Use & End User License Agreement.