Welcome to Contractually! These terms of service set out the agreement
(“Agreement”) for your use of the Contractually service. The Contractually service provides an application to generate, review, edit, sign and manage contracts, as well as contract forms and
This Agreement is legally binding, so please read it carefully. Here are some key points you need to know, right off the top:
A. 8.5×14 Media Corp. is the owner of Contractually, and provides Contractually as a software and information service. Neither 8.5×14 Media Corp. nor Contractually is a law firm. We don’t provide legal advice and we’re not a substitute for the advice of a lawyer. If you need legal help for your specific circumstances, you should consult a lawyer.
B. Contractually is provided to you “as is” and “as available”, without any promises about the quality of the content or its suitability for your needs, and you use Contractually at your own risk. This agreement contains more detailed provisions on this topic, and also contains provisions that significantly limit 8.5×14’s liability to you: see in particular “Limitations on liability”.
C. We don’t claim any ownership of the content (the “Member Content”) you enter into the Service, such as contracts and templates. However, you agree that we may use and display Member Content as part of the operation of the Service.
D. You acknowledge that by inviting, or accepting an invitation, to negotiate a contract with someone else, you will be sharing the Member Content related to that contract. You agree to allow the people with whom you’ve shared the contract to view, use and modify that Member Content (which may include sharing it with other people as well).
E. If you don’t agree with this Agreement, you may not use Contractually.
Here are the more detailed provisions of this Agreement:
(a) This Agreement is between you and 8.5×14 Media Corp. (“8.5×14”), the owner
and provider of Contractually.
(b) 8.5×14 Media Corp. is a British Columbia corporation, with an office at suite 200, 163 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1H5. “8.5×14”, “we”, “us” and “our” all refer to 8.5×14 Media Corp..
(c) You affirm that you are over the age of majority in your jurisdiction and that you are fully able and competent to enter into this Agreement.
2. Not legal advice.
Neither 8.5×14 nor Contractually is a law firm. We do not
provide legal advice and we are not a substitute for the advice of a lawyer. If you need legal help for your specific circumstances, you should consult a lawyer.
3. Description of Contractually Content and Service.
The “Contractually Content” means the contract forms and legal information made available by the Service as self-help information. The “Service” means the Contractually online software
application for filling in, editing, sharing, negotiating and signing contracts, together with the Contractually Content.
4. Permission to use Service. You may use the Service as long as you comply with this Agreement. If you choose a paid plan for the Service, you must pay the fee for that plan in the amount and the timing specified for that plan. If you do not pay the amount on time, you will be downgraded to the free plan, with use and features limited to the free plan.
5. Permission to use Contractually Content. You may use and adapt the Contractually Content free of charge on the terms of the Creative Commons Attribution 3.0 Unported License. You should read the full text of the Creative Commons Attribution 3.0 Unported License, as that text sets out the terms that govern your use of the Contractually Content. Note that the licence includes significant limitations on 8.5×14’s liability to you: see sections 5 and 6.
6. Licence to use Member Content. We do not claim any ownership of Member Content. You grant us a non-exclusive, royalty-free, worldwide licence to use and display Member Content in connection with the operation of the Service. You also agree that by inviting, or accepting an invitation, to negotiate a contract
with someone else, you will be sharing the Member Content related to that contract with those other persons (the “Contract Participants”). You grant us a non-exclusive, royalty-free, worldwide right to sublicense to the Contract Participants the right to use that Member Content (which may include modifying it and sharing it with other persons) in connection with the use of the Service.
7. Submissions. If you submit feedback, comments, questions, ideas or suggestions (a “Submission”), you acknowledge that the Submission is not confidential and you hereby assign to 8.5×14 all rights, title and interest worldwide you may have in the Submission.
9. Registration. In order to use the Service, you must register for an account. As a registered member, you must provide accurate and complete information and keep this information updated. We reserve the right to refuse registration of, or cancel a user account, in our absolute discretion. You are solely responsible
for the activity that occurs on your account, and for keeping your account password confidential and secure. You must notify us immediately of any breach of security or unauthorized use of your account.
10. Inactive accounts. 8.5×14 may delete and purge a member account, and all Member Content and other content associated with it, following any prolonged period of inactivity as determined by 8.5×14 in its absolute discretion.
11. Member conduct. You must use the Service in accordance with all applicable laws and you must not:
(a) disrupt or interfere with the functioning of the Service;
(b) upload or transmit, or permit anything to be uploaded or transmitted, to the Service any harmful, disruptive or destructive data or files (such as viruses or worms); and
(c) use the Service for spamming, other advertising, other bulk message transmission or other similar activity that is objectionable to 8.5×14 in its sole discretion.
12. If 8.5×14 determines, in its absolute discretion, that you have breached
section 12 or any other part of this Agreement, we may:
(a) limit or suspend any or all of your privileges on the Service;
(b) terminate your account; and
(c) otherwise restrict your access to the Service;
in addition to any other remedies available under this Agreement or at law generally.
LIMITATIONS ON LIABILITY
WARNING: THE FOLLOWING TWO PROVISIONS SIGNIFICANTLY LIMIT YOUR RIGHTS
13. No representations or warranties. 8.5×14 provides the Service “as is” and “as available”. 8.5×14 makes no representations or warranties of any kind concerning the Service – express, implied, statutory or otherwise – including without limitation warranties of title, merchantability, fitness for a
particular purpose, non-infringement, uninterrupted access, the absence of latent or other defects, accuracy, or the presence or absence of errors, whether
or not discoverable.
14. No liability. Except to the extent required by applicable law and then only to that extent, in no event will 8.5×14 be liable to you on any legal theory for any damages – including without limitation direct, indirect, special, incidental, consequential, punitive or exemplary damages – arising out of this
Agreement or the use of the Service, even if 8.5×14 has been advised of the possibility of such damages. If for some reason 8.5×14 does become liable to you, the total damages are limited to the higher of (a) the fees paid by you to 8.5×14 for the Service in the three months prior to the date of a claim, and (b) the minimum damages required by applicable law.
15. Indemnity. You agree to indemnify 8.5×14, its employees, officers, directors, affiliates and agents (the “8.5×14 Parties”) from and against any and all loss, expenses, damages, and costs, including without limitation reasonable legal fees, resulting, whether directly or indirectly, from your breach of this Agreement. You also agree to indemnify the 8.5×14 Parties from and against any
and all claims brought by third parties arising out of your use of any of the Service and the Contractually Content, and arising out of your Submissions.
16. Security. The Service use SSL to encrypt data transferred between you and the Service. However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet
intermediaries, your Internet service provider, and other service providers cannot be assured. When you use the Service, you accept these risks and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
17. Operation of the Service. 8.5×14 may, at any time:
(a) modify, suspend or terminate the operation of or access to the Service, or any portion of the Service, for any reason; (b) modify or change the Service, or any portion of the Service, for any reason;
(c) interrupt the operation of the Service, or any portion of the Service, for any reason; all as 8.5×14 considers appropriate in its sole discretion.
18. Trade-marks. 8.5×14, CONTRACTUALLY and the CONTRACTUALLY logo are trade-marks of 8.5×14. You may not use these trade-marks unless you have our written permission.
19. Termination. This Agreement will be in effect until terminated by either you or 8.5×14 as follows:
(a) 8.5×14 may terminate this Agreement (and terminate your account) if 8.5×14 determines, in its absolute discretion, that you have breached this Agreement.
(b) You may terminate this Agreement at any time and for any reason.
(c) Sections 13 (no representations or warranties), 14 (no liability), 15
(indemnity) and 22 (governing law and jurisdiction) will survive any
(d) The rights granted in section 5 to use and adapt the Content, under the terms of the Creative Commons Attribution 3.0 Unported License, will continue in effect subject to the terms of that licence.
20. Amendments. 8.5×14 may amend this Agreement from time to time for any reason. When making an amendment, 8.5×14 will post the amended Agreement at http://contractual.ly/tos or https://app.contractual.ly/pages/tos, or both, and will make reasonable efforts to bring the amended Agreement to your attention.
If you do not agree with the amended Agreement, you must cease to use the Service. If you continue to use the Service after 10 days from the day of the amended Agreement is posted, you are deemed to have accepted the amended Agreement. Nothing else may amend this Agreement.
22. Governing law and jurisdiction. This Agreement is governed by the laws in effect in British Columbia, without regard to its conflict of law rules or principles. 8.5×14 and you submit to the exclusive jurisdiction of the courts of British Columbia.