When you create an account on the Platform, you agree to:
- Provide the requisite amount of current, relevant, complete, and accurate information about yourself, as and when prompted to do so;
- Maintain and update this information, as and when required, to keep it current, complete and accurate.
- User Data means any information, document, application, file, text, or such other material that is provided or uploaded, directly or indirectly, in the Use of the Platform by you;
- Intellectual Property Right means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database rights, design rights, moral rights or all know-how, Confidential Information or proprietary information, proprietary processes (including, without limitation, business processes), customer lists, all third-party software licenses, whether registered or not;
- Party means either Spotdraft or you, and Parties shall refer to both Spotdraft and you collectively;
- SpotDraft Vault means a secure contract repository that includes key pointers, search functionality, reminders & notifications, parent-child linkage, collaboration, and reporting to simplify legacy contract management;
- Use or Used means your, direct or indirect, activation or access of Platform and Services, and/or your execution, access, utilization, employment of the Services, or displaying of information resulting from such use.
- You agree and understand that the Use of the Platform is intended for people who are of the age of 18 years or above (or the applicable age of majority in their country of Use). You hereby represent that you meet this condition and are competent to contract.
- You understand that for the purpose of effectively using the Platform you will be required to provide accurate information.
- You represent that you have all rights required to provide the information that you have provided to the Platform and represent that it is true and accurate.
- You will be solely responsible for your acts on the Platform, including those conducted under your username.
- You understand and agree that Spotdraft may, in its sole discretion, terminate your access to the Platform without notice and you waive any right to claim access to the Platform or any other claim that you may have.
- “Fee” means payments required to be made by you to SpotDraft for using the Platform and Services. Unless otherwise agreed, all Fees shall be paid in advance by you to SpotDraft using the payment link provided on the subscription page or website of SpotDraft. SpotDraft reserves the right in the future to require payment of Fee for certain or all aspects of the Platform and Services, change prices, or institute new charges, upon notice to you, which may be sent by email or posted on the registration form. Your use of the Platform and Services following such notification constitutes your acceptance of any new or increased Fee.
4. Grant of Right to Use, Intellectual Property Rights, Prohibited Uses
- The Parties agree that you shall at all times retain the title to and the Intellectual Property Right over the User Data.
- Without prejudice to Clause 3.2 above Spotdraft shall not be restricted (a) from collecting, storing, analysing, and using the data related to the Use of the Platform; and (b) from analysing the User Data on a pseudonymized basis, for enhancing the capabilities of the Platform and Services, tracking your usage of the Platform and Services, tracking Platform performance, producing marketing and sales materials, benchmarking studies and Platform development. Such data shall be Spotdraft’s Intellectual Property. Without prejudice to the generality of the foregoing, you acknowledge that all the data and information created/generated during and in the course of availing the Services, through the Platform, may be recorded and stored by the Company. The Company may aggregate such data from multiple Users (such stored and aggregated data being the “Database”), which shall be the sole intellectual property of the Company. To the extent that the User has any Intellectual Property vested in the Database, the User hereby assigns, without limitation, the rights vested in such intellectual property exclusively in favor of the Company, in perpetuity and worldwide.
- You acknowledge that the ownership of and title in and to all Intellectual Property Rights in the Platform, are and shall remain with Spotdraft or its third-party licensors. Any violation may result in a copyright, trademark, or other intellectual property right infringement that may subject the User to civil and/or criminal penalties under applicable law.
- Prohibited Uses: You shall not host, display, upload, modify, publish, transmit, store, update or share any information that: (a) belongs to another person and to which the user does not have any right; (b) is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force; (c) is harmful to child; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact; (g) impersonates another person; (h) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation; (i) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; (j) is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.
- You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any other user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing;” (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. the Company will investigate occurrences that may involve such violations involving, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform.
- Should you have any grievance with respect to access or usage of computer resources by any person, you can notify your complaints to the Grievance Officer appointed by the Company. Grievance Officer: Ramnath Shenoy who can be contacted at firstname.lastname@example.org.
5. Use of Marks; Publicity:
6. Authentication, e-signatures
- We use technology and solutions provided by third parties to facilitate the signature, execution, and authentication of documents on our Platform.
- Use of the authentication facility on Spotdraft does not make Spotdraft a party to your agreements and deeds.
- Certain types of deeds, instruments, and agreements may not be authenticated electronically or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. We are not responsible or liable to determine whether any particular document is (i) subject to an exception to applicable electronic signature laws; or (ii) can be legally formed by electronic signatures.
- We do not provide advice regarding document retention including the time periods for which a document needs to be retained.
- The individual authenticating, signing, or executing a document should have the competence and/ or authority to authenticate, sign or execute the document.
7. Warranties and Disclaimers
- You hereby warrant that you have all necessary authority, approvals, and consent to share the User Data with us.
- YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT SPOTDRAFT DOES NOT MAKE ANY WARRANTY THAT THE PLATFORM AND SERVICES SHALL COMPLY WITH, ADHERE TO OR BE FIT FOR, YOUR REQUIREMENTS. BY ALLOWING USE OF THE PLATFORM AND SERVICES, SPOTDRAFT DOES NOT UNDERTAKE ANY RESPONSIBILITIES FOR ANY LIABILITIES OR CONSEQUENCES THAT MAY ARISE OUT OF SUCH USE. SPOTDRAFT IS NOT RESPONSIBLE FOR ANY FAILURE OF ANY COMMUNICATIONS LINKS UTILISED BY YOU TO GAIN ACCESS TO AND USE THE PLATFORM AND SERVICES. SPOTDRAFT DOES NOT REPRESENT THAT THE PLATFORM AND SERVICES WILL BE UNINTERRUPTEDLY AVAILABLE OR BE ERROR-FREE. SPOTDRAFT HAS NO CONTROL OVER THE USER DATA UPLOADED OR GENERATED BY YOU IN THE USE OF THE PLATFORM AND SERVICES. SPOTDRAFT UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY USER DATA UPLOADED OR INPUTTED BY YOUR USE OF THE PLATFORM AND SERVICES.
- EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SPOTDRAFT HEREBY DISCLAIMS AND EXPRESSLY WAIVES ALL OTHER, CONDITIONS, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OF SPOTDRAFT OR THIRD PARTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE OR OF NON-INFRINGEMENT EXCEPT TO THE EXTENT EXPRESSLY PROVIDED ABOVE.
- Spotdraft does not provide any legal advice or advice regarding applicable law or advice regarding execution or attestation of documents or registration or stamping of instruments, deeds, and agreements.
- The Company disclaims any liability for any consequences or liability that may accrue to you as a result of using or accessing the Platform.
8. Term & Termination
9. Confidential Information
- During the Term, each Party may exchange and/or provide the other Party with access to its Confidential Information. Each Party shall maintain the secrecy of the other Party’s Confidential Information using reasonable standards and shall not permit the disclosure or duplication of Confidential Information to any third party other than an employee, agent, or representative of the receiving Party who needs such information for the performance of the obligations hereunder and has a written obligation to maintain the confidentiality of the information.
- If the receiving Party commits a breach of its obligations related to Confidential Information, in addition to the remedies available to it for breach of contract, the disclosing Party shall be entitled to seek the remedies afforded to it in equity or at law for breach of confidence including injunctive relief without the requirement to post any bond or security.
10. Limitation of Liability
Each Party (the "Indemnifying Party") shall at all times indemnify and hold harmless the other Party and said other Party's successors, assigns, shareholders, the partners, directors, officers, agents, affiliates, subsidiaries, parent company, and employees (collectively, the "Indemnified Parties") from and against any and all liabilities, damages, penalties, settlements, judgments, orders, losses, costs, charges, attorneys' fees, and all other expenses and shall, further, defend the Indemnified Parties from any and all claims, actions, suits, prosecutions, and all other legal and/or equitable proceedings resulting from or relating to (whether directly or indirectly) any allegation (whether founded or unfounded and regardless of the nature or character thereof) regarding:
- any gross negligence, willful misconduct, misrepresentation, fraud, reckless or wrongful act or omission of the Indemnifying Party, its employees, representatives, contractors, or agents;
- any breach of, or inaccuracy in, any representation and/or warranty made by the Indemnifying Party herein including, without limitation, claims for personal injury, death, or damage to property or other demands;
- any failure to perform by the Indemnifying Party, or any defect in said Party's performance of, its obligations and duties pursuant to these Terms; or
- any alleged violation by the Indemnifying Party of any law, statute, regulation, or ordinance.
- You hereby consent to receive emails, messages, calls, auto-dialed or pre-recorded calls, from us at any time with the use of your information that has been provided by you for the use of the Platform, subject to applicable law. You hereby voluntarily consent to receive transactional and/or promotional emails/SMSs from us at any time we deem fit. This consent is also for purposes that include and are not limited to clarification calls and marketing and promotional calls.
13. Feature Request, Feedback, and Other Services:
- If you share or send with or without SpotDraft’s request, any creative ideas, suggestions, proposals, plans, or other materials, whether online or by email, or otherwise (collectively, “Comments”), you agree that SpotDraft may, at any time, without restriction, edit, copy, publish, share, translate, and otherwise use in any medium any Comments that you forward to SpotDraft. SpotDraft shall have no obligation to pay any kind of compensation, respond or maintain confidentiality related to such Comments.
14. General Clauses
- In no event shall Spotdraft be liable for any acts of god or acts beyond its reasonable control (including pandemics). You agree that such acts may result in Spotdraft suspending the Platform or the Services without any liability to you.
- The section headings used herein are for convenience only and shall be of no legal force or effect.