Terms of Use

These Terms of Use ("Terms") govern our relationship with end users who interact with ContractPal. By using or accessing ContractPal, you agree to these Terms.

Privacy

Your privacy is important to us. Our Privacy Policy makes important disclosures about how ContractPal may collect and use your content and information. Please read the Privacy Policy to make informed decisions.

Your Account Information & Content Provided to ContractPal Enterprise Customers

You own all of the account information you provide to ContractPal through the standard ContractPal console. The ContractPal console is the part of ContractPal that you see when you log into ContractPal through ContractPal's main login page. We give you tools to help maintain the privacy and security of the information you provide in the ContractPal console.

You can share your ContractPal information and provide additional personal information to applications that run on the ContractPal cloud. Bear in mind as you do, we do not own or manage the applications that you interact with through the ContractPal cloud, and while we try to enforce standards to protect your information through appropriate agreements (see for example our Enterprise Profile Agreement), we cannot guarantee that our enterprise customers will follow their agreements with us or our rules.

You are responsible for evaluating whether you want to use an application and whether you want to share information with it. You should review the terms of use and privacy policy of an application before using it to determine if you want the owner of that application to have access to your information or use your information.

You can report any suspected misuse of the ContractPal cloud to us, and we will investigate the claim and take appropriate action.

Account Registration

We require ContractPal users to provide their real names and information. To help support this requirement, you agree to comply with the following when registering and maintaining your account on ContractPal.

  • Do not provide any false personal information on ContractPal, or create an account for anyone other than yourself.
  • Do not attempt to use your personal profile for your own commercial gain.
  • Do not use ContractPal if you are under the age of 13.
  • Keep your account information up to date.
  • Do not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
  • Do not try to transfer your account to anyone else. There is simply no need to do so.
  • If you select a username that infringes upon someone else's rights in that username, we reserve the right to remove or change the username, if we deem it necessary.

Safety

We do our best to keep ContractPal safe, but we cannot guarantee it. To help us keep it safe, we require that you comply with the following commitments:

  • Do not send or otherwise post spam on ContractPal.
  • Unless through an authorized application running on ContractPal, do not collect user content or information and do not try to use any automated means (such as harvesting bots, robots, spiders, or scrapers) to gain access to ContractPal or any part of it without our permission.
  • Do not use ContractPal for any unlawful activity, including the distribution of illegal data, the violation of copyright, or the distribution of any viruses or other malicious code.
  • Do not solicit login information or access an account belonging to someone else.
  • Do not use ContractPal to do anything unlawful, misleading, malicious, or discriminatory.
  • Do not do anything to disable, overburden, or impair the use ordinary can customary use of ContractPal, such as a denial of service attack.
  • Do not facilitate or encourage any violations of these Terms.

Termination

If you violate these Terms, or otherwise create possible legal exposure for ContractPal or any of our customers or users, we reserve the right to stop providing ContractPal access to you. While we will try to notify you by email before we suspend your account, you acknowledge that we are not required to do so.

You agree to resolve any claim, cause of action or dispute ("claim") you have with ContractPal arising out of or relating to these Terms or use of ContractPal exclusively in a state or federal court located in Salt Lake County Utah. The laws of the State of Utah will govern these Terms, as well as any claim that might bring against us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Salt Lake County, Utah for the purposes of litigating all such claims.

You agree to indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any claims brought against us arising out of your actions in using ContractPal.

WHILE WE TRY TO KEEP CONTRACTPAL RUNNING, DEFECT-FREE, AND SAFE, WE CAN'T AND DON'T GUARANTEE YOUR USE OF IT. YOU USE IT AT YOUR OWN RISK. WE PROVIDE CONTRACTPAL TO YOU "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT CONTRACTPAL WILL BE SAFE, SECURE OR AVAILABLE. CONTRACTPAL IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. WE ARE NOT LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF CONTRACTPAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, OUR PRIVACY POLICY OR YOUR USE OF CONTRACTPAL WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Security Policy

The success of any cloud is directly proportional to how well the cloud is protected against would-be hackers. When it comes to an enforceable transactions cloud, and cloud based contracts, the importance is paramount. ContractPal invests heavily in technology, people, and process to ensure data in ContractPal is safe, secure, and private. ContractPal's dedicated team of security professionals is responsible for designing in security from the onset, reviewing all design, code, and deployments to ensure they meet strict ContractPal security and data privacy standards.

Introduction

ContractPal is responsible for the safekeeping of data for the thousands of users of the ContractPal cloud. This responsibility is taken very seriously, and ContractPal goes to great lengths to earn and live up to the trust of its users. ContractPal recognizes that security is instrumental in maintaining user trust and strives to balance security with ease of use needs.

The ContractPal cloud benefits from extensive operational experience. ContractPal's products and services combine advanced technology solutions with industry–leading security practices to ensure enterprise and user data is secure. ContractPal invests heavily to ensure the most secure, reliable, easy-to-use environment for data and applications. In particular, ContractPal focuses on several aspects of security that are critical to business customers:

  • Organizational and Operational Security – Policies and procedures to ensure security of design, deployment and ongoing operations.
  • Data Security – Ensuring customer data is stored in secure facilities, on secure servers, and within secure applications.
  • Threat Evasion – Protecting users and their information from malicious attacks and would-be hackers by not only sound security policies but extensive monitoring.
  • Safe Access – Ensuring that only authorized users can access data, and the access channel is secure.
  • Data Privacy – Ensuring that confidential information is kept private and confidential.

Organizational Security

The foundation of ContractPal's security strategy starts with its people and processes. Security is a combination of people, processes, and technology. Put together, the people, processes and technology result in safe and responsible computing. Security cannot successfully be validated as an afterthought. ContractPal employs dedicated security professional to develop, document, and implement comprehensive security policies.

Development Methodology

Security is one of the first considerations when making any changes to or enhancing the ContractPal cloud. ContractPal product and engineering teams receive extensive training in security fundamentals.

The ContractPal security team is involved in all stages of the product development lifecycle including design review, code audit, system and functional testing, and final launch approval. ContractPal uses a number of commercial and proprietary technologies and services to ensure that the ContractPal cloud is secure at every level. ContractPal's security team also ensures that secure development processes are followed to ensure enterprise and user safety.

Operational Security

ContractPal's security team also focuses on maintaining security of the operational systems including data handling and system management. ContractPal's security team routinely audit datacenter operations and conduct ongoing threat assessment detection against physical and logical assets.

ContractPal's security team also shoulders responsibility for ensuring that all employees are appropriately screened and trained to conduct their job in a professional and secure manner. As appropriate, ContractPal screens and verifies an individual's background prior to joining ContractPal or working on the ContractPal cloud. In addition, such employees are re-screened on an annual basis. All personnel responsible for maintaining security processes and procedures are thoroughly trained on the practices and continually updated on their training.

Security Community & Advisories

ContractPal also actively works with the security community, leveraging the collective wisdom of the world's best and brightest. This helps ContractPal keep ahead of security trends, and quickly react to emerging threats.

Hard as we try, unknown vulnerabilities can emerge. When they do, ContractPal's policies and personnel allow it to quickly respond to security alerts and vulnerabilities. The ContractPal Security team audits all infrastructure for potential vulnerabilities, and works directly with engineering to correct any known issue as soon as possible.

Data Security

ContractPal's security team is also responsible for maintaining the security of enterprise and user data. ContractPal's cloud and business is built on user and enterprise trust, and therefore this is one of the keys to continued success of ContractPal. All ContractPal employees are taught the value of responsibility to enterprises and end users. Protecting data is at the core of what ContractPal is all about.

Physical Security

ContractPal goes to great lengths to protect the data and intellectual property in the data centers where ContractPal runs. While ContractPal doesn't run these datacenters, ContractPal has carefully selected the datacenters based upon a number of factors, including security. The facilities of these datacenters are engineered not only for maximum efficiency, but also for security and reliability. Multiple levels of redundancy ensure ongoing operation and service availability in even the harshest and most extreme of circumstances. This includes multiple levels of redundancy within a center, generator-powered backup for ongoing operations, and redundancy across datacenters. State of the art controls are used to monitor the centers remotely, and automated failover systems are present to safeguard systems.

Logical Security

In web-based computing, the logical security of data and applications is as critical as physical security. ContractPal goes to extremes to ensure that applications are secure, that data is handled in a secure and responsible way, and that no external unauthorized access to enterprise or user data can be achieved. To achieve this goal, ContractPal uses a number of industry standard techniques as well as some unique, innovative approaches.

Much of ContractPal's technology is written to provide special purpose capabilities as opposed to general purpose computing. For example, ContractPal's distributed web rendering engine is specially designed and implemented by ContractPal to only expose the capabilities required for operation of ContractPal applications or Pals. Therefore, it is not as vulnerable to the wide range attacks as most commercial software.

ContractPal has also made modifications to core libraries for security purposes. Because the ContractPal cloud is dedicated rather than a general purpose computing system, a number of the services provided by the standard Linux operating system are limited or disabled. These modifications focus on enhancing the capabilities of the system needed for the task at hand and disabling or removing any exploitable aspects of the system that aren't required.

ContractPal's servers are also protected by multiple levels of firewalls to protect against attacks. Traffic is inspected as appropriate for attempted attacks, and any attempts are dealt with to protect enterprise and user data.

Information

Most data collected by ContractPal or by a ContractPal application or Pal is stored in an encrypted or encoded format optimized for security and performance, rather than stored in traditional file systems or databases. Data is dispersed across a number of physical and logical volumes for redundancy and expedient access, thereby obfuscating it from tampering. ContractPal's physical protections ensure that physical access to servers is impossible. All access to production systems is conducted by personnel using encrypted SSH (secure shell) or secure web systems. Specialized knowledge of the data structures and ContractPal’s proprietary infrastructure would be required to get meaningful access to end user data. This is one of many security layers to ensure security of sensitive data within ContractPal.

ContractPal's multi-tenant, distributed architecture is built to provide a higher level of security and reliability than a traditional single-tenant architecture. Individual user data is dispersed across a number of anonymous servers, clusters, and datacenters. This ensures that data is not only safe from potential loss, but also highly secure.

User and enterprise data is only accessible with appropriate credentials, minimizing the possibility of one customer having access to another customer's data without explicit knowledge of their login information.

Redundancy

The ContractPal cloud is designed for maximum reliability and uptime. ContractPal's grid-based computing cloud assumes ongoing hardware failure. Robust software and hardware redundancy withstands potential disruptions. All ContractPal systems are inherently redundant by design, and each subsystem is not dependent on any particular physical or logical server for ongoing operation.

Data maintained by ContractPal is replicated multiple times across ContractPal's clustered active servers, so, in the case of a machine failure, data will still be accessible through another system. In addition, enterprise and user data is replicated across datacenters. As a result, if an entire datacenter were to fail or be involved in a disaster, a second datacenter would be able to quickly take over and provide services to users.

Threat Evasion & Detection

ContractPal continually monitors its systems, servers and datacenters for security threats. Many systems are designed to dynamically respond to detected threats.

Conclusion

ContractPal provides a secure and reliable cloud for your data, providing the latest technologies and best practices for datacenter management, network application security, and data integrity. When you entrust your information to ContractPal, you can do so with confidence, knowing that the full weight of ContractPal's technology and infrastructure investment is brought to bear to ensure the security, privacy, and integrity of your data.

For more information about ContractPal's security, contact us by phone.

Privacy Policy

ContractPal has created this privacy statement ("Statement") in order to demonstrate our commitment to customer privacy. Privacy on the ContractPal cloud (the "Cloud") is of great importance to us. Because we gather important information from our users and customers, we have established this Privacy Policy to communicate our information gathering and dissemination practices. We reserve the right to change this Statement and will provide notification of the change at least thirty (30) business days prior to the change taking effect.

Collected Information

We may require users and customers who register to use the services offered on the Cloud to give us contact information, such as their name, company name, address, phone number, and e-mail address, and financial qualification and billing information, such as billing name and address, and credit card number, or ACH information. At the time you express interest in attaining additional information, or when you register for the Cloud, we may also ask for additional personal information, such as title, department name, fax number, or additional company information, such as annual revenues, number of employees, or industry. Customers can opt out of providing this additional information by not entering it when asked. Customers can update or remove their personal information at any time by logging into the ContractPal console and editing their Personal Information therein. Customers can view their updated profile to confirm their edits have been made.

ContractPal uses the information that we collect to set up the Cloud for individuals and their organizations. We may also use the information to contact customers to further discuss customer interest in our company, the Cloud that we provide, and to send information regarding our company or partners, such as promotions and events. Customers may be invited to receive an email newsletter by providing an email address. Personal customer information will not be distributed or shared with third parties. Separately, customers are also asked to provide an email address when registering for the Cloud, in order to receive a username and password. We may also email information regarding updates to the Cloud or company.

Since the Cloud is a place where ContractPal enterprise customers can and do develop, test and run applications, you may be asked to provide additional personal information to these applications. If you do, bear in mind that the use of the information you provide to these applications is subject to the terms and conditions of the owners of these applications. And, while we try to enforce standards to protect your information (see Enterprise Profile Agreement), we cannot guarantee that our enterprise customers will follow their agreements with us or our rules. If you do not have or do not wish to establish a relationship with the owners of these applications, we advise you to not use the applications or provide information requested by these applications.

Except as we explicitly state at the time we request information, or as provided for in the ContractPal Terms of Use, we do not disclose to third parties the information you provide directly to the Cloud, as opposed to third party applications. All financial and billing information that we collect through the Cloud is used solely to check the qualifications of prospective customers and to bill for use of the services provided by the Cloud. This billing information is not used by ContractPal for marketing or promotional purposes. ContractPal uses a third-party intermediary to manage credit card and electronic check processing. This intermediary is solely a link in the distribution chain, and is not permitted to store, retain, or use the information provided, except for the sole purpose of electronic check or credit card processing.

Individual records may at times be viewed or accessed only for the purpose of resolving a problem, support issue, or suspected violation of the ContractPal Enterprise Subscription Agreement and/or Terms of Use, or as may be required by law. Of course, customers are responsible for maintaining the confidentiality and security of their user registration and password.

ContractPal may also collect certain information from visitors to and customers of the Cloud, such as Internet addresses. This information is logged to substantiate the identity of the user, help diagnose technical problems, and to administer our Cloud in order to constantly improve the quality of the Cloud. We may also track and analyze non-identifying and aggregate usage and volume statistical information from our visitors and customers and provide such information to third parties.

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend's name and email address. ContractPal will automatically send the friend a one-time email inviting them to visit the site. ContractPal does not store this information.

Cookies

When you interact with the ContractPal Website we strive to make that experience easy and meaningful. When you come to the Cloud or an application running on the Cloud, one of our web servers may send a cookie to your computer. Cookies are files that Web browsers place on a computer's hard drive and are used to tell us whether customers and visitors have visited the Cloud previously.

Standing alone, cookies do not identify you personally. They merely recognize your browser. Unless you choose to identify yourself to ContractPal, either by responding to an electronic contracting application or Pal, opening an account, or signing a ContractPal subscription agreement, you remain anonymous to ContractPal. Cookies come in two flavors: session-based cookies and persistence-based cookies. Session-based cookies exist only during an online session. They disappear from your computer when you close your browser software or turn off your computer. Persistence-based cookies remain on your computer after you've closed your browser or turned off your computer. They include such information as a unique identifier for your browser. Wherever possible, we use session-based cookies but applications on the Cloud can also set persistence-based cookies.

ContractPal uses session-based cookies containing encrypted information to allow the system to uniquely identify you while you are logged in. This information allows ContractPal to process your online transactions and requests. Session-based cookies help us make sure you are who you say you are after you've logged in and are required in order to use the Cloud. ContractPal may use persistence-based cookies that only ContractPal can read and use, to identify the fact that you are a ContractPal customer or prior ContractPal Website visitor (whatever the case may be). We are especially careful about the security and confidentiality of the information stored in persistence-based cookies. For example, we do not store account numbers or passwords in persistence-based cookies. Users who disable their Web browsers' ability to accept cookies will be unable to use the Cloud.

Third Party Cookies

We may from time to time engage third parties to track and analyze non-personally identifiable usage and volume statistical information from visitors to our website to help us administer our website and improve its quality. Such third parties may use cookies to help track visitor behavior. Such cookies will not be used to associate individual website visitors to any personally identifiable information. All data collected by such third parties on behalf of salesforce.com is used only to provide us with information on site usage and is not shared with any other third parties.

Third-Party Websites

The Cloud and Pals may contain links to other web sites. ContractPal is not responsible for the privacy practices or the content of these other web sites. Customers and visitors will need to check the policy statements of these others web sites to understand their policies. Customers and visitors who access a linked site may be disclosing their private information. It is the responsibility of the user to keep such information private and confidential.

Security

Our Cloud has security measures in place to help protect against the loss, misuse, and alteration of data under our control. When our Cloud is accessed, Secure Socket Layer (SSL) technology protects information using both server authentication and data encryption to help ensure that Data is safe, secure, and available only to you. ContractPal also implements an advanced security method based on dynamic data and encoded session identifications, and hosts the Cloud in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders. Finally, ContractPal provides unique user names and passwords that must be entered each time a customer logs on. These safeguards help prevent unauthorized access, maintain data accuracy, and ensure the appropriate use of data.

Correcting & Updating Your Information

If customers need to update or change registration information they may do so by editing the user or organization record. To update a User Profile, log on to ContractPal and select your applicable profile.

Enterprise Profile Agreement

This Enterprise Profile Agreement (this "Agreement") is entered into by and between ContractPal, Inc., a Delaware corporation, referred to in this Agreement as "ContractPal" "us" or "we," and an individual (referred to in this Agreement as "You" or "Your") who has been invited by an enterprise on the ContractPal service to use the service on behalf of that enterprise. By accessing and/or using an enterprise account on the Service, You agree to be bound by the terms and conditions of this Agreement.

1. Scope & Nature

This Agreement relates to and governs Your use of the ContractPal service on behalf of an enterprise that is using the ContractPal service. ContractPal is an on-demand enforceable transaction platform or cloud ("Service"), that supports the development, deployment, execution and management of, among other things, electronic contracts. This Agreement does not govern use of the Service by users acting in their own capacities as individuals in using the Service.

2. Contact Information

In using the Service, You will be required or encouraged to provide us with certain contact information. You agree to allow us to use this contact information to provide the Service to You, to obtain Your feedback on the Service, and to otherwise provide You with support in using the Service.

3. License Grant & Restrictions

Under this Agreement, ContractPal hereby grants You a non-exclusive, non-transferable, right to use the Service, solely for the business purposes of the enterprises by which You are invited. All rights not expressly granted to You under this Agreement and any other agreements between You and ContractPal are reserved by ContractPal and its licensors. You may not access the Service if You are a direct competitor of ContractPal, except with ContractPal's prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You agree not to (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content in any way; (ii) modify or make derivative works based upon the Service or the content; (iii) create Internet "links" to the Service (other than for deployed and licensed Pals) or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for Your internal business purposes and agree not to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data maintained by the Service; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) use the Service for any unlawful purpose, including the promotion of sexual exploitation and pornography.

4. Privacy & Security

ContractPal's privacy policy may be viewed at LEGAL. ContractPal reserves the right to modify its privacy policy in its reasonable discretion from time to time. You may cancel Your subscription at any time if You do not agreement with ContractPal's privacy policy. Because the Service is a hosted, online application, occasionally ContractPal may need to notify all users of the Service of important announcements regarding operation of the Service. In addition, You agree that ContractPal may disclose the fact that You are a Customer of the Service.

5. Anti Bribery & Corruption

We comply with all anti-corruption laws. We at ContractPal do not directly or indirectly, promise, authorise, ratify or offer to make or make any “payments” of “anything of value” to any individual (or at the request of any individual) including a “government official” for the improper purpose of influencing or inducing or as a reward for any act, omission or decision to secure an improper advantage or to improperly assist in obtaining or retaining business. “Anything of Value” is defined as, but not limited to, cash payments, cash equivalents, gifts, services, employment offers, loans, travel, meals and entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria, provision of any other asset, even if nominal in value. A “Government Official” is defined as any officer or employee or person acting on behalf of a government department or agency (including health or reimbursement authorities), any officer or employee of a company or business owned in whole or part by a government or government agency any officer or employee of a government international organization.

6. Your Responsibilities

You, and not ContractPal, have all responsibility for the work that You do for enterprises on the ContractPal cloud. In discharging that responsibility, You agree to exercise reasonable care to assure compliance by those enterprises and their users with all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You agree to: (i) notify ContractPal immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ContractPal immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You; and (iii) not impersonate another ContractPal user or provide false identity information to gain access to or use of the Service.

7. Account Information & Data

The enterprises that invite You to join them on ContractPal own any data, information or material that You submit to the Service in the course of using the Service on behalf of them ("Enterprise Data"). You and those enterprises, not ContractPal, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Enterprise Data, and ContractPal shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Enterprise Data. In the event this Agreement is terminated, Your right to access or use Enterprise Data immediately ceases.

8. Intellectual Property Ownership

ContractPal alone (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual property rights, in and to ContractPal's technology, content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, ContractPal's technology or the Intellectual property rights owned by ContractPal. The ContractPal name, the ContractPal logo and logotype and the product names associated with the Service are trademarks or service marks of ContractPal or its third party licensors, and no right or license is granted to use them.

9. Third Party Content & Services

During use of the Service, You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors make their goods and/or services available through or in connection with the Service. Any interactions with third parties, and any terms, conditions, warranties or representations associated with these interactions, is solely between You and the applicable third-party. ContractPal and its licensors shall have no liability, obligation or responsibility for any third party interactions, correspondence, purchases or promotions. ContractPal does not endorse any sites on the Internet that are linked through the Service. ContractPal may provide these links to You only as a matter of convenience, and in no event shall ContractPal or its licensors be responsible for any content, products, or other materials on or available from such sites.

10. Termination

This Agreement commences on the date You use the Service on behalf of an enterprise. The term of this Agreement is indefinite, subject to termination as described below.

11. Termination for Cause

Any breach of Your obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. ContractPal, in its sole discretion, may disable Your personal and enterprise profiles or use of the Service if You breach or otherwise fail to comply with this Agreement.

12. Representations & Warranties

CONTRACTPAL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT TO YOU. CONTRACTPAL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CONTRACTPAL AND ITS LICENSORS. CONTRACTPAL'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CONTRACTPAL IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

THE FOREGOING SHOULD NOT BE CONSTRUED TO MEAN THAT WE TAKE LIGHTLY OUR BUSINESS AND THE BUSINESS OF OUR CUSTOMERS, AND THE DATA OF OUR CUSTOMERS AND THEIR CUSTOMERS. WE AGRESSIVELY DEVELOP, TEST AND DEPLOY THE SERVICE IN A MANNER TO COMPLY WITH ALL APPLICABLE LEGAL REQUIREMENTS AND BEST INDUSTRY PRACTICES.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to You.

15. Local Laws and Export Control

The Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the Service shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, You represent and warrant that You are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 ContractPal and its licensors make no representation that the Service is appropriate or available for use in other locations. If You use the Service from outside the United States of America, Switzerland and/or the European Union, You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

16. Mutual Indemnification

You agree to indemnify and hold ContractPal, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim, which if true, would constitute a violation by You of Your representations and warranties; or (ii) a claim arising from the breach by You of this Agreement, provided in any such case that ContractPal (a) gives written notice of the claim promptly to You; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle or defend any claim unless You unconditionally release ContractPal of all liability and such settlement does not affect ContractPal's business or Service); (c) provides to You all available information and assistance; and (d) has not compromised or settled such claim. ContractPal shall indemnify and hold You and Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the effective date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ContractPal of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ContractPal; provided that You (a) promptly give written notice of the claim to ContractPal; (b) give ContractPal sole control of the defense and settlement of the claim (provided that ContractPal may not settle or defend any claim unless it unconditionally releases You of all liability); (c) provide to ContractPal all available information and assistance; and (d) have not compromised or settled such claim. ContractPal shall have no indemnification obligation, and You shall indemnify ContractPal pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Your products, service, hardware or business process(s).

17. Confidentiality

The content and methods of operation of the Service are Confidential Information and provided to You solely base upon Your agreement to maintain them confidential. You agree not disclose the content and methods of operation of the Service to any third party without the prior written authorization of ContractPal. You agree to maintain the confidentiality of the Service with at least the same degree of care that You use to protect Your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. You will not be liable for the disclosure of any Confidential Information that is: (a) in the public domain other than by a breach of this Agreement on Your part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to You without any limitation on use or disclosure prior to its receipt from ContractPal; or (d) independently developed by You; or (e) generally made available to third parties by ContractPal without restriction on disclosure.

18. Modification

ContractPal reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon providing the ContractPal enterprises for which you work on ContractPal with notice by email.

19. Assignment & Change in Control

This Agreement is personal to You and may not be assigned by You. ContractPal may assign this Agreement without Your consent.

20. General

This Agreement shall be governed by Utah law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and ContractPal as a result of this agreement or use of the Service. The failure of ContractPal to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ContractPal in writing. This Agreement comprises the entire agreement between You and ContractPal and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.