Terms of Use

Last updated: November 25th, 2022

The following terms (“Terms of Use”) govern your (“user” or “you” or “your”) access, viewing, or use of https://www.spotdraft.com/spotdraft-vault-terms and any associated application (collectively, along with any replacement website or application, the “Platform”) and the services provided by Draftspotting Technologies Private Limited (and its affiliates) (“Spotdraft” or “Company” or “us”) by virtue of your Use of the services made available in our Platform.

The Terms of Use become binding on you from the date on which you accept these Terms of Use or access the Platform in any manner (“Effective Date”).

You acknowledge that these Terms of Use will be read along with the privacy policy (“Privacy Policy”) of Spotdraft.  

When you create an account on the Platform, you agree to:

  1. Provide the requisite amount of current, relevant, complete, and accurate information about yourself, as and when prompted to do so;
  2. Maintain and update this information, as and when required, to keep it current, complete, and accurate.

By accepting these Terms of Use and the Privacy Policy, or by accessing or viewing the or using the Platform and Services, you agree to be bound by the Terms of Use and the Privacy Policy and they constitute your binding legal obligations towards the Company.  

The Terms of Use may be modified (including suspension, cancellation, discontinuance of the Platform or Services) at any time by the Company by posting the changes on the Platform, and you agree that it shall be your responsibility to ascertain the changes to the Terms of Use by accessing the Platform. Any modified terms shall be applicable to your use of the Platform without the need for any further consent.

1. Definitions

  1. Confidential Information means any and all information that is disclosed by a Party to the other Party pursuant to or in connection with these Terms of Use (whether orally or in writing and when such information is expressly stated to be confidential or marked as such or should reasonably be considered under the circumstances of disclosure or due to the nature of the information to be confidential) including, but not limited to, the Proprietary Information of Spotdraft; any technical, financial or any other information that is related to the business of either Party;
  2. 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;
  3. 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;
  4. Party means either Spotdraft or you, and Parties shall refer to both Spotdraft and you collectively;
  5. 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;
  6. 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.

2. Eligibility

  1. 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.
  2. You understand that for the purpose of effectively using the Platform you will be required to provide accurate information. 
  3. 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. 
  4. If you register as a legal entity or on behalf of a legal entity or represent a legal entity or Use the Platform on behalf of a legal entity, then you represent that you are duly authorized by such legal entity to register and accept these Terms of Use and the Privacy Policy and bind such legal entity to these Terms of Use and the Privacy Policy and to Use the Platform.
  5. You will be solely responsible for your acts on the Platform, including those conducted under your username.
  6. 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 if you are not eligible as per the above provisions, or violate these Terms of Use or any applicable law.

3. Fee

  1. “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

  1. Subject to the payment of the Fee, Spotdraft hereby grants you a revocable, non-exclusive, non-transferable, limited permission to Use the Platform, for the Term, subject to these Terms of Use.  
  2. The Parties agree that you shall at all times retain the title to and the Intellectual Property Right over the User Data. 
  3. 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.
  4. Spotdraft shall adhere to reasonable security measures deemed by Spotdraft to be appropriate in accordance with all applicable data protection laws and the Privacy Policy, for the commercial deployment of the Platform including, without limitation, using reasonable measures to secure the User Data from unauthorised access and modifications. 
  5. 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.
  6. 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.  
  7. Further, you shall not commit Abuse. Abuse means in your access and Use of the Platform (i) you sharing passwords and other authentication credentials; (ii) permitting the Use of the Platform by any unauthorized third party; (iii) initiating denial of service (including DoS attack) or attempt to introduce malicious code; (iv) building applications that interact with, or combine applications with, the Platform which negatively affect the performance of the Platform; (v) for any commercial purpose; or (vi) in a manner that is not consistent with the objectives of these Terms of Use. 
  8. 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. 
  9. We may provide links to third-party websites. However, we are not responsible for the availability or proper functioning of such linked pages or sites, and we will not be held responsible for any loss or inconvenience encountered as a result of your usage of such third-party links. Furthermore, you agree and acknowledge that the Company disclaims all liability in this regard and you will be governed by the terms of use or privacy policy of such third-party websites. Furthermore, notwithstanding the generality of the foregoing, you agree to defend, indemnify and hold harmless the Company, its contractors, affiliates, employees, directors, officers, representatives, agents, and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses, including attorney’s fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to us by your use of such third-party links.
  10. 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 ramnath@spotdraft.com.

5. Use of Marks; Publicity:

  1. Use of Marks: Subject to Clause 3 of these Terms of Use, each Party grants to the other Party a royalty-free, non-transferable, and limited license to use its name, trademark, logo, trade name, symbol, and insignia that each party owns (“Marks”) in order to identify such Party as a customer or vendor as applicable for the purpose of these Terms of Use (a) on the other party’s websites, in sales presentations or marketing materials to state generally the relationship between the Parties; or (b) in disclosures to the extent required to meet legal or regulatory requirements. Each Party shall comply with reasonable instructions of the other Party as it relates to using of the other Party’s Marks; and acknowledge that all goodwill arising from the use of the other Party’s Marks shall automatically vest in the other Party. 
  2. Publicity: Notwithstanding the foregoing, all media releases, public announcements, and public disclosures by either Party relating to these Terms of Use or the subject matter of these Terms of Use shall be subject to review and written consent of the other Party prior to release. 

6. Authentication, e-signatures

  1. When using the document authentication or e-signature feature of the Platform, the following terms apply in addition to the other disclaimers and limitations in these Terms of Use: 
  2. We use technology and solutions provided by third parties to facilitate the signature, execution, and authentication of documents on our Platform.  
  3. In addition to these Terms of Use, you will have to agree to and comply with the terms of such third parties.  
  4. Use of the authentication facility on Spotdraft does not make Spotdraft a party to your agreements and deeds.  
  5. 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.  
  6. We do not provide advice regarding document retention including the time periods for which a document needs to be retained.  
  7. 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

  1. You hereby warrant that you have all necessary authority, approvals, and consent to share the User Data with us.  
  2. 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.
  3. 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.
  4. 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. 
  5. 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

  1. These Terms of Use will come into force on the Effective Date and will continue to be in force unless terminated earlier as set forth herein (the “Term”).  
  2. Spotdraft reserves the right to terminate or suspend your user account or your access to the Platform at any time, at its sole discretion and convenience by providing you a written notice of fifteen (15) days.
  3. Upon termination of these Terms of Use, you will immediately cease the Use of the Platform and Services due from the effective date of termination. 
  4. Those provisions, which by their nature are intended to survive the termination of these Terms of Use, shall survive the termination or expiration of these Terms of Use.

9. Confidential Information

  1. 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. 
  2. The obligations with respect to the Confidential Information disclosed pursuant to these Terms of Use shall continue to bind the Parties for a period of five (5) years following the termination or expiry of these Terms of Use. The receiving Party may disclose Confidential Information where the contemplated disclosure is required by applicable law, provided that, where permitted by applicable law, the receiving Party gives the disclosing Party sufficient notice of the disclosure, uses reasonable endeavors to maintain the confidentiality of the Confidential Information and discloses only what it must.
  3. 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. 
  4. Notwithstanding anything herein, information disclosed pursuant to these Terms of Use shall not be deemed to be Confidential Information if the receiving Party can show that such information  (a) was publicly available prior to these Terms of Use or is made publicly available by the disclosing Party without restriction; (b) was rightfully received by the receiving Party from third parties without accompanying secrecy obligations; (c) was already in the receiving Party’s possession and was lawfully received from sources other than the disclosing Party; or (d) was independently developed by the receiving Party.
  5. On termination of these Terms of Use as provided for in Clause 6 above or on request of the disclosing Party, the receiving Party shall return to the disclosing Party or destroy any and all Confidential Information that may have been disclosed.

10. Limitation of Liability

  1. Exclusion of damages: Each Party agrees that in no event will the other Party or its suppliers or licensors be liable, under any theory of liability, however arising; for any costs of cover or for indirect, special, incidental, or consequential damages of any kind (including any loss of use, interruption of business, loss of business profits, loss of business information, and the like) arising out of these Terms of Use, even if such Party has been advised of the possibility of such damages. These limitations shall apply despite any failure of the essential purpose of any limited warranty or remedy.
  2. Limitation on damages: If there shall be any liability of one Party to the other that arises out of or is in any way connected to these Terms of Use, each Party's aggregate liability for all damages, losses, and causes of action whether in contract, tort (including negligence) or otherwise, either jointly or severally, shall not exceed the total amounts paid by the claiming Party to the liable Party during the twelve (12) months immediately preceding the day that the act or omission occurred that gave rise to the claim. Each Party acknowledges that the payments made hereunder are based solely on the value of these Terms of Use and may not be sufficient to warrant assuming any risk of consequential or other damages due to negligence or failure to perform. The limitations in these Terms of Use shall apply despite any failure of the essential purpose of any limited warranty or remedy.

11. Indemnity

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:

  1. any gross negligence, willful misconduct, misrepresentation, fraud, reckless or wrongful act or omission of the Indemnifying Party, its employees, representatives, contractors, or agents; 
  2. breach of these Terms of Use;
  3. 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; 
  4. 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 
  5. any alleged violation by the Indemnifying Party of any law, statute, regulation, or ordinance.

The indemnification obligation of the Parties hereunder is limited to any amount paid by a Party in the preceding 12 months under these Terms of Use.

12. Communication

  1. If you have any questions, clarifications, or concerns in relation to the Terms of Use or otherwise, please reach out to us at team@spotdraft.com.
  2. 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:

  1. The Platform and Services are standardized and offered to other SpotDraft clients. Except as set forth on these Terms of Use, SpotDraft shall not offer any customization capability with respect to the Platform and Services to you. The Platform and Services are hosted on the Hosting Servers and may be available to multiple users and clients. 
  2. 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.
  3. SpotDraft provides multiple services to its clients, If you request any additional service other than those provided under these Terms of Use, SpotDraft and you shall enter into a separate agreement.

14. General Clauses

  1. Neither Party may assign these Terms of Use, in whole or in part, without the prior written consent of the other. Notwithstanding the foregoing, it is clarified that in the event of a merger, acquisition, or change of ownership, SpotDraft may freely assign these Terms of Use without the consent of the Partner. 
  2. These Terms of Use shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles and all disputes arising out of these Terms of Use, User’s use of the Platform or Services or the information to which it gives access shall be exclusively referred and resolved by the competent courts at Bangalore.  
  3. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of these Terms of Use. Further, no waiver shall be effective unless made in writing and signed by an authorized signatory of the waiving Party.
  4. Parties are entering into these Terms of Use on a principal-to-principal basis. Nothing in these Terms of Use shall create, or be deemed to create, a joint venture, partnership, or the relationship of principal and agent between the Parties; nor does it provide either Party the power or authority to bind the other in any manner whatsoever.
  5. If any of the terms in these Terms of Use are held to be invalid, such terms shall to the extent of the invalidity be severed from the remaining terms which shall continue to be valid. 
  6. 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.
  7. All notices, agreements, and consents under these Terms of Use shall be in writing (which includes correspondence by email). Any such notices, agreements, and consents shall be sent to the address of the recipient as set out in these Terms of Use or to such other address (including an email address for correspondence by email) as the Party in question shall notify the others.   
  8. You understand and agree that these Terms of Use along with the Privacy Policy constitute the entire general agreement between you and Spotdraft. You may be subject to additional terms and conditions when you use, purchase or access other services, affiliate services, or third-party content or material.
  9. The section headings used herein are for convenience only and shall be of no legal force or effect.
  10. These Terms of Use shall be binding on and inure to the benefit of the Parties hereto and its heirs, legal or personal representatives, successors, and assigns. For clarity, in case of a change of control or ownership of any Party, these Terms of Use shall be binding on the new control and ownership of that Party.