Confident Contracts enables you to summarize agreements on one screen. We call this a Confident Summary. Here´s the summary of our own terms, available in full below:
|Contract Type: SaaS (Software-as-a-Service) Subscription|
|Product Name: Confident Contracts|
|Product Description: Software-as-a-Service for summarizing and storing agreements|
|Your Role: Subscriber|
|Counterparty: AriW Solutions LLC (doing business as Confident Contracts)|
|Auto Renew: YES|
|Contract Value: See Notes Below|
|Start Date: When you successfully register for Confident Contracts - hopefully today!|
|End Date: Up to you!|
|Cancel Anytime: NO|
|Notice Period (Days): 60 (gives us time to help you get your data out of Confident Contracts)|
|Entity Coverage: Enterprise (your whole organization!)|
|User Coverage: Individual User (User IDs and passwords may not be shared)|
|Billing Frequency: Monthly|
|Categories: Contract Management, Software-as-a-Service, User provided data (your contracts!)|
|Link to these terms: https://confidentcontracts.com/confident-terms|
|Prescriptive Terms: Neither Company (Confident Contracts) nor any of its staff are licensed to engage in the practice of law and will not be required hereunder to engage in the practice of law. (Translation: We´re not attorneys, and won´t ever act as though we are - please consult your own lawyers where necessary)|
Notes: No charge during Trial or Beta use period! Prices start at $99 per month for 100 contracts.
Engagement. Subject to and upon all the terms and conditions set forth in this Agreement, Client hereby engages Company, and Company hereby accepts the engagement, to create and maintain a database (herein, “Client´s Database”) that shall contain information taken from Client Contracts, defined in Section 2 below.
Client Contracts. The contracts to which Client is a party, and which are the subject of this agreement, constitute records in the Client’s Database (herein, the “Client Contracts”), and each record in Client’s Database shall be considered one (1) contract. Company reserves the right to adjust compensation payable to Company on the basis of modification of the number of Client Contracts to be contained in Client’s Database.
Public Sources. Company also summarizes basic information taken from the terms and conditions governing the use of publicly available sources of news and data such as Market Watch (marketwatch.com) and Yahoo! Finance (https://finance.yahoo.com), (herein, “Public Sources”). Client may request that Public Sources be included as Client Contracts. The confidentiality provisions of Section 10 hereof shall not apply to Public Sources, but all other provisions of this agreement shall apply including, without limitation, Section 9, No Practice of Law.
Data Fields and Input. Client’s Database shall contain data and information in fields (herein, the “Data Fields”). Client’s Database may also contain document files in commonly used digital formats such as PDF, JPG, TIFF, or the like (herein, “Attachments”). Client is responsible for input of data from the Client Contracts into the Data Fields in Client’s Database, and for uploading and downloading Attachments.
Access to Client’s Database. Client’s Database will reside on secure remote servers controlled by Company. Company will provide to Client URLs, User Names, passwords, and other necessary information to enable Client and its staff to access Client’s Database. Company characterizes three (3) kinds of Client users, each having different ability and authority to access and alter Client’s Database: Administrator, Editor, and Reader. Further information will be provided in the User’s Manual provided to Client by Company. Company reserves the right to modify the User’s Manual from time to time.
Compensation. Client agrees to pay Company for all services rendered hereunder in accordance with the pricing schedule set forth on the Company’s pricing page which is here: https://confidentcontracts.com/confident-pricing. Custom pricing for certain Clients and for additional services provided by the Company shall be determined via a separate written agreement and pricing schedule.
(a) Either party may terminate this agreement upon sixty (60) days’ written notice to the other.
(b) Company may terminate this agreement upon five (5) days written notice to Client in the event that Client has failed to make a payment when due, and has thereafter failed to cure such default within five (5) days after receipt of written notice from Company of such default.
(c) No later than the effective date of termination pursuant to this Section 7, Company shall send to Client comma separated text files containing the data contained in Client’s Database. Client is responsible for retrieval of any Attachments prior to the date of termination. Company shall thereafter have no further obligation or liability to Client of any nature.
Client Contract Confidentiality. Client shall be responsible to determine whether any Client Contracts or Attachments are subject to confidentiality restrictions. Company’s confidentiality covenant with Client is set forth in Section 10 below. Client should not deliver to Company any Client Contract or Attachments, the disclosure of which to Company, might violate any confidentiality covenant contained in such Client Contract or Attachments. Client agrees to defend, indemnify, and hold harmless Company, and its successors and assigns, from and against all damages, loss and expense, including attorney’s fees and disbursements, based upon or arising out of any claim against Company based upon any confidentiality covenant contained in any Client Contract or Attachments.
No Practice of Law. Neither Company nor any of its staff are licensed to engage in the practice of law and will not be required hereunder to engage in the practice of law. Client agrees it will not request Company to take any action which might be deemed to be the unauthorized practice of law. Company may refuse to comply with a request by Client which Company deems to be a request to practice law. Company will not construe, explain, or interpret the meaning of specific provisions in Client Contracts or Attachments. Company may truncate lengthy Client Contract provisions so as to fit into the appropriate Data Field in Client’s Database. In the event of any ambiguity or difficulty in doing so, Company will request, and Client agrees to provide, the reasonable assistance of Client in truncating the provision to the satisfaction of Client. Client is advised to refer to the full Client Contract, and to seek independent legal counsel, in the event of any ambiguity or uncertainty as to the meaning of any Client Contract or Attachments provision, or of the contents of any Data Field or Attachments in Client’s Database. Company shall have no liability to Client or to any third party for any claim based upon or arising out of the construction or interpretation by any person of any provision contained in any Client Contract or Attachments, or of the contents of any Data Field or Attachments in Client’s Database.
Confidential Information. Company agrees to maintain in strict confidence the content of all Client Contracts or Attachments (herein, “Confidential Information”). Company may, in the ordinary course of its business, review and aggregate anonymized statistical data about the contents of Data Fields in Client Databases for diagnostic purposes, and to facilitate enhancements to the functionality of the Service for all Clients. Company will not disclose or use or otherwise exploit for the Company’s own benefit, or for the benefit of any other person, any content of any Client Contract or Attachments, unless (i) compelled to disclose by judicial or administrative process or by other requirements of law or (ii) disclosed in a legal action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder. If Company is requested or required (by oral question, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Company shall provide Client with prompt notice of such request so that Client may seek an appropriate protective order, waive Company’s compliance with the provisions of this Section 10, or both. It is further agreed that if, in the absence of a protective order or the receipt of a waiver hereunder, Company is, nonetheless, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, Company may disclose to such tribunal without liability hereunder (unless disclosure to any such tribunal was caused by or resulted from a previous disclosure by Company in breach of this agreement) that portion of the Confidential Information which Company’s legal counsel believes in good faith is legally required. Notwithstanding the foregoing, Company may use Confidential Information solely for internal purposes related solely to assessing, modifying, enhancing, troubleshooting, or otherwise seeking to improve Company’s product and services, or to developing additional products or services.
Cure. No breach of this agreement shall be deemed material unless the complaining party shall have given written notice of such breach to the allegedly breaching party and the allegedly breaching party shall fail to discontinue the practice complained of (if a practice is the basis of the claim of breach) or otherwise cure such breach, within thirty (30) days after receipt of such notice, if such breach is reasonably capable of being fully cured within such thirty (30) day period, or, if such breach is not reasonably capable of being fully cured within such thirty (30) day period, if the allegedly breaching party commences to cure such breach within such thirty (30) day period and proceeds with reasonable diligence to complete the curing of such breach. Provided, however, that the cure period for failure to pay money shall be ten (10) days after receipt of such notice.
Indemnification. Each party hereto hereby agrees to indemnify and hold harmless the other and anyone claiming by or through the other from any and all loss and damage (including, but not limited to, court costs, investigation costs and reasonable attorney´s fees) arising out of or as a result of any inconsistency with or breach of any warranty, representation or agreement by such party contained herein including, without limitation, any claim by any third party in connection with the foregoing, which loss or damage is reduced to final, non-appealable judgment or is settled with the consent of the party from whom indemnity is sought, which consent shall not be unreasonably withheld or delayed.
Notices. Except as otherwise specifically provided herein, all notices hereunder shall be in writing. Notices to You may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to You generally on the Service. All notices or other correspondence to Company under this Agreement must be sent to the following electronic mail address for such purpose: email@example.com Or the following physical address: AriW Solutions LLC, 24 Vascello Rd, New Windsor NY 12553. Such notices shall be deemed given two (2) business days after personal delivery, receipt of registered or certified mail, or delivery by a delivery service, as the case may be. No party may refuse a notice from another party. The provisions of this paragraph shall not apply to ordinary business communications between the parties in the normal course of doing business.
Force Majeure. No party shall be charged with delay, non-performance, or breach of contract, by reason of any cause not reasonably within the control of such party including, without limitation, riots, strikes, hurricane, flood, inclement weather, earthquake, public insurrection, acts of war or terrorism, labor disputes, catastrophe, other natural disaster, fire, civil protest, third-party vandalism, acts of God, failure of utilities, or other such causes beyond the reasonable control of such party.
Cooperation. The timely performance of work by Company depends upon Client timely cooperating with Company by, among other things, providing documents or direction requested by Company. Company shall not be charged with any delays caused by Client.
(a) This agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements, understandings or conversations.
(b) No amendment, modification, termination or waiver of any provision of this agreement shall be effective unless set forth in a writing signed by a duly authorized representative of each party, and shall be effective only to the extent specifically set forth therein.
(c) This agreement is made in the State of New York and will be construed in accordance with the laws of the State of New York applicable to agreements wholly to be performed therein and without regard to that body of law known as conflicts of law. All actions arising under or related to this Agreement shall be adjudicated solely in the courts of the State of New York in Orange County, to whose jurisdiction the parties hereby consent.
(d) If any provision of this agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall continue in full force and effect.
(e) This agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors and permitted assignees.
(f) No course of dealing on the part of any party, nor any failure or delay by any party with respect to exercising any of its respective rights under this agreement, shall operate as a waiver thereof. A waiver by any party of any term or condition of this agreement or breach of this agreement (whether by conduct or otherwise) in any one or more instances shall not be deemed or construed as a further or continuing waiver in such instance or for any other purpose.
(g) The substantially prevailing party in any arbitration, action or proceeding to enforce the provisions of this agreement shall be entitled to recover all costs and expenses, including reasonable attorney´s fees, incurred thereby.
(h) This agreement and the rights and duties outlined herein shall not be assigned or delegated by Client. Any attempted assignment, delegation or novation of this agreement by Client in violation of this provision shall be null and void.
(i) The rights and remedies provided herein are cumulative and shall not be exclusive of any other rights or remedies provided by law or otherwise available.
(j) Where the context in this agreement requires or allows, the masculine gender shall be deemed to include the feminine, and the singular shall be deemed to include the plural.