Agreement
These Terms of Service (“Terms”) govern access to and use of Contractual websites, applications, and related services operated under the name Contractual.
Contractual Technologies, Inc. is being formed; these Terms operate under the Contractual name until formation completes.
By accessing or using the service, or by signing an order, pilot, or AI Workflow Review engagement that references these Terms, you agree to them. If you use Contractual on behalf of an organization, you represent that you can bind that organization.
You must be at least 18 years old to use the service. Contractual is a business product and is not offered to consumers for personal, family, or household purposes.
The service
Contractual provides tools to review completed cases, define workflow rules and approvals, test those rules, manage production access, request missing information, and keep an audit record for completed work.
Some capabilities may be preview, rehearsal, design-partner, or high-touch only. Features described in marketing materials are not warranties unless expressly incorporated into a signed agreement.
Accounts and workspaces
You must provide accurate account information and keep credentials confidential. Workspace owners and admins control membership and roles.
You are responsible for activity under your accounts and for ensuring that invited users are authorized to access the customer’s work artifacts. Tell us promptly if you believe an account has been used without authorization.
Your license to use the service
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the service for your organization’s internal business purposes. All rights not expressly granted are reserved.
You may not misuse the service, attempt unauthorized access, interfere with security or audit records, upload unlawful content, or use Contractual to violate law or third-party rights.
You may not sublicense, rent, lease, sell, or otherwise transfer the service; access it in order to build a competing product; remove or obscure proprietary notices; or permit anyone other than your authorized users to use it. You may not reverse engineer the service except where applicable law prohibits that restriction, and you may not resell the service except under a written partner arrangement.
Customer content and connected systems
Customers retain their rights in the content they upload or connect, including case evidence, job definitions, and business records. Contractual may host and process that content only to provide, secure, and support the service.
Customers control connected systems and production approvals. You are responsible for the data you submit, permission to connect outside systems, and the actions those systems perform when Contractual uses an approved workflow.
You represent that you have the rights, consents, and permissions needed for Contractual to process the content you submit for the purposes set out in these Terms.
Changes to the service and support
We may modify, suspend, or discontinue any part of the service. Where a change materially reduces functionality a customer relies on under a signed agreement, that agreement governs what we owe.
Outside a signed agreement or order that says otherwise, we have no obligation to provide support, maintenance, uptime, or any particular release schedule.
Privacy
Our Privacy Policy at /privacy describes what information we handle and how, and it forms part of these Terms. Using the service means you have read it.
Where the Privacy Policy and these Terms disagree about the handling of personal information, the Privacy Policy controls.
Engagements and fees
Paid engagements such as an AI Workflow Review, pilot, or annual commitment are described in an order form, statement of work, or other written confirmation. Those commercial terms control fees, scheduling, and deliverables for that engagement.
Unless otherwise agreed in writing, previews and unpaid evaluation access are provided as-is and may be modified or withdrawn.
Confidentiality
Each party should treat the other party’s non-public business, technical, and customer information as confidential and use it only for the engagement. This does not limit Contractual’s right to use aggregated or anonymized operational learnings that do not identify a customer or its end data subjects.
Intellectual property
Contractual and its licensors own the product, software, documentation, brand, and related intellectual property. These Terms do not transfer ownership of the product to you.
Feedback you provide may be used to improve the service without obligation to you.
Third-party services
The service links to and integrates with services we do not run, including the business systems a customer connects and our own infrastructure providers. Their availability, accuracy, and terms are theirs, not ours, and your use of them is governed by their agreements with you.
We are not responsible for a third-party service going down, changing, or shutting off, and we do not endorse a third-party service by connecting to it.
Indemnification
You will defend Contractual against third-party claims arising from your use of the service, your breach of these Terms, the content you submit, or your violation of law or third-party rights, and pay the damages and reasonable costs finally awarded or agreed in settlement.
We will tell you promptly about any such claim, give you control of the defense, and cooperate at your expense. You will not settle a claim in a way that admits fault for us or binds us to anything without our written consent.
Where a signed customer agreement sets out indemnities, that agreement replaces this section for that customer.
Disclaimers
Except as expressly stated in a signed customer agreement, the service is provided “as is” and “as available.” To the fullest extent permitted by law we disclaim all implied and statutory warranties, including merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranty arising from course of dealing or trade usage.
We do not warrant uninterrupted operation, detection of every integrity issue, or that historical tests or audit records will guarantee business outcomes. Some jurisdictions do not allow these exclusions, and this section applies only as far as the law allows.
Contractual is not a law firm, auditor, or certification body. Its audit records and verification tools do not create regulatory certification.
Limitation of liability
To the fullest extent permitted by law, Contractual will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, arising from use of the service.
To the fullest extent permitted by law, Contractual’s aggregate liability for all claims relating to the service is limited to the amounts paid by the customer to Contractual for the service giving rise to the claim during the twelve months before the event, or one hundred U.S. dollars if no fees were paid. These limits do not limit liability that cannot be limited under applicable law.
The existence of more than one claim does not raise this limit. These limits are part of the basis of the bargain and survive any failure of an exclusive remedy.
Suspension and termination
We may suspend or terminate access for material breach, security risk, nonpayment under a commercial agreement, or unlawful use. Customers may stop using the service and request workspace closure through the ordinary support channel.
Provisions that by nature should survive termination do so, including ownership, confidentiality, indemnification, disclaimers, and liability limits.
Governing law
Until a signed customer agreement specifies otherwise, these Terms are governed by applicable law in the United States without regard to conflict-of-law rules that would require another jurisdiction. Venue and entity details may be updated when Contractual’s formal legal entity and principal place of business are designated.
These Terms do not require arbitration. If we introduce a dispute-resolution procedure, we will publish it here before it takes effect.
Questions: hello@contractual.tech.
General
Notices to us go to hello@contractual.tech. Notices to you go to the email address on your account or a prominent notice in the product, and you agree to receive them electronically; that satisfies any requirement of written notice.
You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets. These Terms bind permitted successors and assigns.
You may not export or re-export anything acquired from the service in violation of U.S. export control laws or the sanctions rules of any applicable jurisdiction.
Neither party is liable for delay caused by events outside its reasonable control, other than the obligation to pay amounts owed. If a provision is held unenforceable, it is narrowed to the minimum extent needed and the rest stands. Our failure to enforce a provision is not a waiver of it. “Including” means “including without limitation.”
These Terms, together with the Privacy Policy and any policies they reference, are the entire agreement about your use of the service and replace earlier discussions on that subject.
Changes
We may update these Terms. The effective date will change when we do, and we will tell customers of material changes through the ordinary customer channel. If a signed customer agreement conflicts with these website Terms, the signed agreement controls for that customer relationship.