Platform Terms of Service and SaaS License Agreement
This Contract regulates the general terms of contracting the Services and the acquisition of the SaaS license agreement from BOUNSEL, S.L. (“Bounsel”) with NIF B40556524 and address at Avenida Blasco Ibáñez 134 – 99, 46022, Valencia, Spain, through its webpage www.bounsel.com or its subdomains (“the Website”) or Platform https://app.bounsel.com (“the Platform”).
1. PURPOSE OF THE SERVICE
By accepting these Terms of Service, Bounsel will provide to the Client the Services consisting in the acquisition of a certain number of SaaS License Agreement owned by Bounsel, which will determine the Client’s access to our Platform. The Client will pay in consideration for these Services at the price according to the rate, term and manner set forth on the Website. However, depending on the particular Service Plan chosen by the Client, Bounsel may also provide, among others, the following Services: (1) provide maintenance, updates, modifications or new versions of the Platform for the duration of the relationship between the parties; (2) offer training, technical support and commercial support through an Account Manager to get the most out of our Services; (3) perform development, customization and integration of custom software for the Client.
The Bounsel Platform is an all-in-one cloud-based web application (SaaS) for smart contract management. It allows Users within the Client’s private workspace to create, automate, draft, negotiate, review and digitally sign documents, thus achieving greater productivity when working with contracts. For this purpose, the Client will acquire a determined number of SaaS License Agreement, which will allow a certain number of “User” accesses to the Client’s workspace within the Platform, according to the assigned roles and permissions. In addition, Users will be able to share documents with “Guests”, third parties, internal and external, invited to collaborate in real time on a particular document to perform a specific action (e.g. read, comment, approve or sign a document), according to the roles and permissions assigned to them by the User.
The use of the Platform regulated in this Agreement is authorized for professional purposes only. The use of the Services by minors is not permitted. Prior express acceptance of these Terms of Service is a necessary condition for the use of the Platform by any person.
|Terms of Service||The general Terms of Service of use of the Platform set forth in this document, which any User or Guest shall expressly accept and give prior consent to acquire the right to the provision of the Services and use of the Platform.|
|Client||Natural or legal person who contracts Bounsel’s Services, acquiring at least one SaaS License Agreement and with whom Bounsel maintains a contractual relationship for the service provision. The Client will receive through the contracting process and the acceptance of these Terms of Service a certain number of SaaS License Agreement, allowing Users to access the Client’s workspace within the Platform to which it has been assigned.|
|Commercial Team||Bounsel staff who will contact Clients directly to advise them about our Services considering their needs.|
|User ID||A set of alphanumeric characters is used to identify a User grant access to the.|
|Services Plan||The Services packages offered by Bounsel to its Clients – always accessible and updated here.|
|Platform||The cloud software (SaaS) through which Users and Guests are allowed to access Bounsel Services based on their assigned roles and permissions.|
|Bounsel Services||The services offered by Bounsel depending on the Services Plan chosen by the Client consisting of the acquisition of a number of SaaS License Agreement and access to the Platform; as well as other services for maintenance, updates, modifications or new versions of the Platform, training, technical support, commercial support, and the development performance, customization, and integration of customized software, among others.|
|Platform Services||The functionalities offered by Bounsel’s Platform to Users and Guests depend on the roles and permissions assigned to them.|
|Website||Bounsel’s Website (www.bounsel.com) and its subdomains through which information about the Services and access to the Platform is provided.|
|User||Any natural person who, by virtue of the contracting made by the Client, registers on the Platform and creates an account by entering their User ID, provides their required personal data and, upon express agreement and acceptance of these Terms of Service, is enabled to lawfully access the Bounsel Platform Services, in such a way that they are authorized to access and use the Client’s workspace with the roles and permissions assigned to them.|
|Guest||Any natural person who, although not registered on the Platform, through an invitation sent by a User, and prior conformity and express acceptance of these Terms of Service, can access the Platform Services. Thus, the Guest is authorized to lawfully, punctually and temporarily access a specific document to collaborate, with the roles and permissions that the User has assigned.|
2. CONTRACTING OF PLATFORM SERVICES
2.1 Contracting process
The process is very simple. First you should choose the Services Plan that best suits your needs:
• If you want to contract with us the Premium Plan, click “I want a Demo” and fill out the contact form to arrange a call with our Commercial Team. Our team will give you a visual demonstration of the Premium functionalities of the Platform and will send you a link so that you can start the free trial period on the Platform, following the registration steps indicated in the previous point.
• Once registered, all our Clients (no matter the Plan they choose), will enjoy a trial period to access the Platform for free for 14 calendar days and confirm that they are interested in our Services. The trial period is always granted in the Standard version of our Services and will give access by default to only one User. However, through the Platform, you will be able to confirm at any time (i) the Service Plan you want: Basic, Standard or Premium and add (ii) the number of licenses you need.
• In any case, a few days before the end of the trial period we will notify you to confirm that you want to proceed with the payment of the Service Plan. Once you have confirmed the Service Plan and the number of licenses in our Platform, you will see the total price and choose the payment method.
• Once the contracting process has been completed, the Client will access the Platform to the extent permitted by the Service Plan contracted. In any case, the Contract will be perfected with the acceptance of these Terms of Service by the Client and the access to the Platform for the first time during the trial period, even if the payment of the price is made at a later time.
2.2 Payment methods
The following are accepted: (1) Debit/Credit Card – the transaction is made by connecting directly through the Stripe payment gateway; (2) Bank transfer – the transaction is made by depositing the total amount of the Services in Bounsel’s current account through the Stripe payment gateway.
All our payment systems are secure. Once the payment has been made, you will receive an email confirmation. After the trial period, if the Service Plan has not been confirmed through the Platform or the payment has not been made (either incomplete collection or non-payment), Bounsel may suspend access to the Platform without prior notice to the Client.
2.3. Prices, taxes, and invoices
The Client expressly agrees to pay Bounsel the amounts specified on the Website at the time of contracting for access to the Platform. All amounts are exclusive of applicable taxes. Anything not specified in the description of the contracted Service is not included in the price. On the Platform, you can access the invoice issued by Bounsel.
In the event of contracting Bounsel Services other than the acquisition of the SaaS License Agreement and access to the Platform, the Client must contact the Bounsel Commercial Team to determine the conditions and price of the Services in which they are interested.
2.4. Right of withdrawal
Since Bounsel’s Services are intended for professional use only, the provisions of the Royal Legislative Decree 1/2007, of November 16, on the Defense of Consumers and Users, on the right of withdrawal shall not apply.
Thus, only those persons, natural or legal, who act for their commercial activity, business, trade or profession can make use of the Bounsel Services. If any Client or User uses the Bounsel Services as a “consumer or user” within the meaning of the law, such use shall be deemed a breach of these Terms of Service. The Client shall be solely and exclusively responsible for any such breach and shall hold Bounsel harmless from any breach or claim in this regard.
2.5. Duration and validity
This Contract has a duration of one (1) year, automatically extendable for successive periods of one (1) year, provided that the Client makes the corresponding payment. In any case, whenever the end of an annual period is approaching, Bounsel will make the corresponding notices for the Client to confirm the continuity of the contractual relationship. If you do not wish to continue using our Services, you must give us at least one (1) month’s notice in writing prior to the end date of the Contract or any of the extensions.
3. SAAS LICENSE AGREEMENT
By means of these Terms of Service, Bounsel (as Licensor) grants to the CLIENT (as Licensee) a right to use the SaaS that the Platform consists of, the scope of which will depend on the Service Plan chosen by the Client in the contracting process. In any case, the SaaS License Agreement that is granted will have the following characteristics:
• SaaS (Software as a Service) License Agreement with remote access.
• Non-exclusive character.
• Non-transferable: The License Agreement shall not be transferable to third parties, sublicenses, or any other type of transfer of ownership or possession. In particular, the Client may not sell, rent, assign, lease, sublicense, transfer, reproduce, represent, modify, translate, split, unlink, create derivative works or make improvements or, in any other way, distribute the SaaS or any of its parts and or elements. The preceding is without prejudice to the Client’s ability to assign the contracted licenses to different Users within their private workspace on the Platform.
• Duration: Conditioned to the duration of the Services rendered.
• License Territory: Worldwide.
• Prohibition of copies: As this is a SaaS License Agreement, the Client is not authorized to make any type of copy.
• Limits: The License Agreement does not grant any rights other than those expressly mentioned therein. No copies, storage, acts of use or exploitation other than those expressly permitted by Bounsel may be made.
• Reservation of Rights: The License Agreement does not grant any rights, with the sole exception of the right to its use granted in accordance with the terms expressly agreed upon.
• Integration and interoperability: The Client represents that it has sufficient technical capacity and resources necessary to fulfill the obligations of this Agreement.
4. WARRANTIES AND LIABILITIES OF BOUNSEL
• Bounsel is the creator and owner of the Platform. It holds all exclusive rights to the Website and the Platform and warrants that it has used its best efforts to ensure that the Licensed SaaS does not infringe the intellectual property rights of any third party.
• Bounsel undertakes to provide the Services with the utmost diligence, and take care of the maintenance of the facilities necessary for the operation of the network, having adequate technical and computer equipment for this purpose. Bounsel may provide the Client with professional support, training, maintenance, updates, modifications or new Platform versions, unless otherwise agreed.
• The SaaS subject of the License Agreement is made available “as is,” i.e. with all possible faults and errors and without warranty of any kind.
• Except as otherwise provided by law, the SaaS is not warranted in any way. Accordingly, Bounsel disclaims all other warranties or declarations of any kind, whether express or implied, including warranties of merchantability, title, performance, quality, reliability, non-infringement or fitness for a particular purpose, as well as any implied warranties that may arise from course of dealing or course of performance.
• Bounsel does not warrant that the SaaS will meet the Client’s expectations, nor does Bounsel warrant its availability and functionality will be uninterrupted, secure, or free of errors or harmful or malicious components.
• Bounsel does not guarantee results, accuracy or reliability of any information that may be derived from the use of the SaaS. The Client shall be solely responsible for the use of any data, information or documents obtained by them through the SaaS, and this responsibility extends to any damages, direct or indirect, that may result from such use.
• Bounsel does not guarantee that there will not be a server downtime, but undertakes to use its best efforts to ensure that any disruption is resolved as soon as possible.
• Bounsel’s liability shall not extend to consequential damages or loss of profit caused, either directly or indirectly, to the Client and, in any event, shall not exceed the amounts received by Bounsel from the Client in performance of the Contract.
• Bounsel undertakes to exercise the utmost caution, diligence and confidentiality with respect to the Client’s documents uploaded or generated on the Platform to which it has access, and not to process the personal data contained therein, under any circumstances.
• Bounsel reserves the right to interrupt access to its Services, particularly access to the Platform, at any time and without prior notice, whether for technical, security, control, maintenance, supply failure or any other reason.
a.– The Client shall provide all the necessary information to perform this Contract and, pay the agreed consideration in due time and form. The Client guarantees that all registration data is true, accurate, complete and up to date. Thus, the Client has an obligation to communicate to Bounsel any modification that may occur in these data.
c.– The Client is not obliged to notify Bounsel when a User leaves the Platform. The cancellation will not generate any right of refund in favor of the Client, so Bounsel will not refund any amount already paid. However the License Agreement acquired may be used by another User designated by the Client.
d.– When the Services are contracted by the Client acquiring a certain number of License Agreement (whose number will be specified during the contracting process), Bounsel will provide such number of Users. The Client is the only responsible before Bounsel for any actions or uses contrary to these Terms of Service that can be carried out by the Users or their Guests in relation to the Platform. In particular, the Client shall be liable to Bounsel, holding it harmless from any claim (judicial, extrajudicial, administrative or of any kind) resulting from the violation by one of its Users, or Guests added by them, of obligations in terms of intellectual property, industrial or publication of material that could be considered as inappropriate.
e.– Should this occur, Bounsel will contact the Client immediately, requiring them to remove inappropriate content from the Platform or content that may infringe third-party rights. This will constitute a severe material breach of contract and will allow Bounsel to terminate this Contract. However, Bounsel will not subjectively assess whether the content of Client documentation uploaded or generated on the Platform is appropriate or inappropriate. Bounsel offers a technological tool to improve document management processes, always assuming that Users will act diligently at all times.
f.– Bounsel authorizes the Client, on a non-exclusive basis and only during the time that their account remains active, to the reproduction, distribution and public communication (without making available) of the contents available on the Platform, only for the professional purposes outlined in these terms and never for commercial purposes.
g.– The documents generated by the Users in the Platform will be of the exclusive responsibility of the Client, exempting Bounsel from any damages or harm that these could cause, directly or indirectly, to third parties.
h.– The Client expressly authorizes Bounsel to access the documents that the Users upload or generate on the Platform to analyze their structure and treat such information to improve the Platform itself through Big Data processes and Artificial Intelligence techniques. We expressly inform that Bounsel does not intend to treat personal or confidential information for its own purposes, but merely structural information of the Client’s contracts and documents to improve the capabilities and functionalities of the Platform itself, as well as to improve the user experience.
i.– The only permitted use of the Platform is for professional help and in accordance with the Terms of Service set forth herein, the Client agrees to:
• Not to use the legitimately permitted access to the Platform to compete directly or indirectly with the Services offered by Bounsel.
• Not to use the SaaS data and processes for procedures that are not intended for the specifically contracted use, i.e. document management. In particular, any copying (including backup copies), distribution or modification (including the correction of errors and the creation of successive versions) of the SaaS, or any of its elements, in whole or in part and, in particular, when these acts are carried out for one’s benefit or the benefit of third parties, shall be prohibited.
• Not to use or link the SaaS in activities contrary to law, morality and public order. Thus, the Client (Licensee) agrees not to use the SaaS for purposes or effects that are unlawful, prohibited, harmful to the rights and interests of third parties, exempting Bounsel from any liability that may arise therefrom.
• Not to translate, adapt, fix the SaaS, nor otherwise transform or modify it in any way without Bounsel’s express prior written permission. Likewise, the Client (Licensee) may not incorporate the SaaS with other product(s), software applications or computer programs, except in relation to integrations via API or webhooks expressly accepted and admitted by the SaaS itself in which the Platform consists according to the contracted Service Plan.
• Not to circumvent, disable, interfere with or remove any of the SaaS functionalities and, particularly, those relating to its security or imposing limitations on its use.
• Not to subject the SaaS or any of its elements to activities that lead, directly or indirectly to its decompilation; that imply its subjection to operations of a reverse nature to those that determined its assembly or that, ultimately, constitute or may constitute operations of backward or reverse engineering, decompilation or disassembly.
• Not to use the SaaS or any of its integral elements to develop time-sharing operations, to become an application service provider (ASP) to the extent that they are intended to enable third parties to access to the SaaS or any of its components, through rental operations, administrative services or any other similar operations.
• Not to remove or modify any of the trademarks, logos, copyrights, notices or other proprietary notices on the SaaS without the express prior written permission of Bounsel.
6. INTELLECTUAL AND INDUSTRIAL PROPERTY
All the intellectual and industrial property rights that fall on the SaaS and, therefore, on the Platform or any of its elements, belong exclusively to Bounsel. Such intellectual property also includes, but is not limited to, the software, its source code, the object code, the structure of its database, the preparatory documentation, the description of the program, the technical literature, the manual for the use of the software and all works and materials related to the “graphical interface” of the web application, as well as the functionalities of the Platform itself (including, but not limited to, all creations connected with the Platform such as documents, information, graphics, charts, diagrams, functional or conceptual design, technical design, software, graphical interface, algorithms, etc.). Furthermore, Bounsel is the owner of all industrial property rights on the distinctive signs included in the Platform.
Bounsel, as exclusive owner and holder of the SaaS and, therefore, of the Platform, may freely dispose of it, being able to transmit, assign or license its property to any third party. Accepting these Terms of Service does not imply the transfer of any rights to the Platform, its functionalities, tools, materials or distinctive signs, except the right to use it under the terms expressly set out. Thus, except for the expressly permitted actions, the User may not, without the prior express written authorization of Bounsel, reproduce (by any means, physical or digital), distribute (by any means), publicly communicate, make available to the public or transform (including, but not limited to, any translations, adaptations, modifications, updates, etc.) in any way, all or part of the Platform or its components or elements. Specifically, the Client agrees not to remove, delete, alter, tamper with or in any way modify:
• Any notes, legends, indications or symbols that Bounsel incorporates into its properties (e.g. copyright, ©, ® and TM, etc.) in terms of intellectual or industrial property.
• The SaaS may containg the technical protection or identification devices (e.g., watermarks, fingerprints, etc.).
7. PERSONAL DATA
8. MODIFICATION AND TERMINATION
Bounsel reserves the right to modify the functionalities, tools, and materials provided on the Platform without prior notice and modify these Terms of Service, in whole or in part, by publishing any changes on the Website or through communication to Clients who have contracted the Services. Bounsel may also terminate, suspend or interrupt access to the Platform automatically:
• By termination or rescission of this Contract.
• For failure to pay in accordance with the terms and form established.
• If the Client provides false, inaccurate, outdated or incomplete data, or when there are reasonable grounds to suspect that the legitimately permitted access to the Platform is being used to compete directly or indirectly with the Services offered by Bounsel or in any way violates the provisions of these Terms of Service.
In this case, Bounsel communicate to the Client by email to correct the errors/non-compliances within forty-eight (48) hours. Suppose within this period the Client has not carried out the correction. In that case, Bounsel may automatically deny access to the Platform without the right to refund of the amounts that have been paid up to that moment, unless the Client has never had effective access to the Platform.
9. ASSIGNMENT TO THIRD PARTIES
The Client may not assign, transfer, encumber or subrogate in favor of third parties, in whole or in part, the rights and obligations set forth in this Agreement, unless the prior express written consent of Bounsel is obtained.
The Parties undertake to adopt the necessary measures to prevent unauthorized third parties from accessing the Confidential Information and to limit access to the Users who need to have it for the performance of the Contract, transferring to them the same obligation of confidentiality. Likewise, the Parties undertake not to use the Confidential Information for purposes other than the purpose of this Contract. The Confidential Information shall not include information or documentation which the receiving Party can prove that: (i) it is generally available to the public, (ii) it is legitimately known to the receiving Party prior to its disclosure by the disclosing Party. It has no express or implied restriction, provided that this can be proved with documentary evidence by the receiving Party, (iii) it has been disclosed to it by a third party who is legally entitled to do so outside the scope of this Agreement, without similar restrictions and without breach of any obligation of confidentiality.
11. APPLICABLE LAW AND JURISDICTION
This Agreement shall be ruled by Spanish law. In the event of any dispute, the Parties shall submit to the jurisdiction and competence of the Courts and Tribunals of the city of Valencia, expressly waiving any other jurisdiction to which they may be entitled.
12. READING ACCEPTANCE
The Client expressly declares that they are a professional, so that the contracting of Bounsel’s Services is made exclusively for purposes related to their commercial activity, business, trade or profession.
Furthermore, the Client acknowledges that they have read and understood all the information regarding the Services and all the terms and provisions contained in this Agreement, and therefore affirms that they are sufficient for the exclusion of error in consent and, therefore, fully and expressly accepts them.