Terms of Use

Terms of Use

Effective for all use of the Contrayo service ("Service"), operated by Contrayo LLC, a Texas limited liability company ("Contrayo," "we," "us"). These Terms of Use, together with your organization's order form or subscription agreement (if any) and ourUser Agreement, form the whole of the agreement between Contrayo and your organization ("you," "your organization") governing the Service.

1. The Service

Contrayo provides contract lifecycle management software, including a delegation-of-authority approval engine, made available to your organization on a subscription basis. These Terms of Use govern your organization's right to access and use the Service.

2. Eligibility and Your Organization's Responsibility for Its Users

Your organization represents that whoever agrees to these Terms on its behalf has the authority to do so. Your organization is responsible for every person it designates as a user of the Service, for keeping that list current as people join or leave, and for each user's compliance with the User Agreement and these Terms. Your organization is responsible for the acts and omissions of its users in connection with the Service as if they were its own.

3. License

Subject to your organization's active subscription and these Terms, Contrayo grants your organization a non-exclusive, non-transferable right to access and use the Service for its internal business purposes. This license doesn't extend to reselling, sublicensing, or offering the Service to anyone outside your organization as a standalone product.

Your organization will not, and will not permit anyone else to: copy, modify, or create derivative works of the Service; reverse engineer, decompile, or disassemble the Service, or otherwise attempt to derive its source code, except to the extent that restriction is unenforceable under applicable law; access the Service to build or improve a competing product, or to benchmark or publish performance results without Contrayo's prior written consent; remove or obscure any proprietary notice; or use the Service in violation of applicable law. All rights not expressly granted in these Terms are reserved to Contrayo.

4. Fees, Subscription, and Renewal

Use of the Service beyond any trial period is subject to the fees and billing terms in your organization's order form or subscription agreement with Contrayo. Unless your order form says otherwise, a subscription renews automatically for another term of the same length as the one just ending, at then-current pricing, unless either side gives written notice of non-renewal at least thirty (30) days before the current term ends. Where the current term is one month or shorter, either side may instead give written notice of non-renewal at any time before the current term ends, and the subscription ends at the end of the term in which notice is given. We will give reasonable advance notice, never less than 30 days, before a fee increase takes effect on a renewal. A completed plan selection made through the Service by a person your organization authorizes — confirmed on screen, by email, and in a record your organization can retrieve from its account — constitutes your organization's order form for these Terms, stating the tier, seats, fees, billing frequency, and term selected.

5. Acceptable Use

Your organization is responsible for acceptable use of the Service by everyone it designates as a user — the specific rules are in our User Agreement, which every named user must accept individually. Your organization agrees not to use the Service, directly or through anyone it authorizes, in a way that violates those rules or applicable law.

Sensitive data; no HIPAA use. The Service is not designed or offered for regulated categories of sensitive data. Your organization will not, and will not permit anyone it authorizes to, submit to the Service payment card data subject to the PCI DSS or protected health information ("PHI") governed by HIPAA, and will not submit other special categories of sensitive personal information unless your organization has agreed with Contrayo, in a writing signed by Contrayo that expressly references this Section, that the Service supports that category. Contrayo is not HIPAA compliant, does not act as a "business associate" as HIPAA defines that term, and does not enter into business associate agreements; because a business associate agreement is the only writing that could permit PHI, no writing contemplated by this Section can authorize PHI, and PHI remains prohibited in all cases. Identifiers appearing in ordinary commercial contracts — tax identification numbers, company registration numbers, and signatory names and details — are not restricted by this Section.

6. Intellectual Property

Contrayo retains all right, title, and interest in and to the Service, including all software, design, and branding. Your organization retains all right, title, and interest in the contract data and other content it submits to the Service ("Customer Data"). If you send us feedback or suggestions about the Service, you're giving Contrayo permission to use them freely, without owing you anything for it — that permission doesn't extend to your organization's Customer Data itself.

7. Customer Data, Security, and AI Processing

We access Customer Data only to provide, secure, and support the Service, or as you direct — never to train a third-party model on it without your organization's separate, explicit consent. We maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure; our Security & Trust page describes those safeguards in specific, verifiable detail, including what we don't have yet, and nothing in this section limits the disclaimers in Section 9 below.

Where your organization is a controller of personal data contained in Customer Data and applicable data protection law requires it, the parties will enter into Contrayo's standard Data Processing Addendum (the "DPA"), which is incorporated into these Terms by reference when executed or otherwise accepted in the manner the DPA provides and which controls as provided in the Order of Precedence provision of Section 15. Contrayo will notify your organization without undue delay, and in any event within the time required by applicable law, after becoming aware of a security incident that resulted in unauthorized access to or acquisition of Customer Data, and will provide the information reasonably available to it about the incident and the steps taken in response.

The Service is built so that any optional AI-assisted feature — for example, suggesting values extracted from an uploaded document — runs through a single, auditable integration point, defaults to off for your organization until you turn it on, and can be disabled entirely by choosing our no-AI mode. As of the effective date of this version, no such AI-assisted feature is live in the Service; if and when one ships, this section and ourPrivacy Policy will describe what it does and how your organization controls it.

8. Confidentiality

Each side may learn non-public information about the other in the course of this relationship. Both Contrayo and your organization agree to use the other's confidential information only to perform under these Terms, and to protect it with the same care each uses for its own confidential information of similar importance, and no less than reasonable care. This doesn't cover information that's already public, already known without restriction, or independently developed.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRAYO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CONTRAYO DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR ORGANIZATION'S REQUIREMENTS OR THAT ANY OUTPUT OR SUGGESTION IT GENERATES WILL BE ACCURATE OR COMPLETE, AND YOUR ORGANIZATION REMAINS RESPONSIBLE FOR REVIEWING THE CONTRACTS AND APPROVALS IT MANAGES USING THE SERVICE. Contrayo doesn't warrant that the Service will be uninterrupted or error-free — we don't yet have a formal uptime commitment to offer, and we would rather say so plainly than publish one we can't back up.

10. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms or the Service. Except as stated in the next sentence, each party's total liability arising out of or related to these Terms will not exceed the fees your organization actually paid Contrayo in the 12 months before the claim arose (the "General Cap"). A party's liability for breach of Section 8 (Confidentiality), for Contrayo's breach of its obligations under the Data Processing Addendum, and for its indemnification obligations under Section 11 will not exceed three (3) times the General Cap, and a single event or series of related events giving rise to claims under more than one of those provisions counts once, in the aggregate, against that cap; and no cap applies to your organization's obligation to pay fees when due, or to either party's fraud or willful misconduct. These limitations apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose.

11. Indemnification

Contrayo will defend your organization against a third-party claim that the Service, as we provide it and as used within these Terms, infringes that third party's intellectual property rights, and will cover the resulting damages finally awarded or agreed to in settlement, provided you notify us promptly and let us control the defense. Your organization will do the same for Contrayo against a third-party claim arising from your Customer Data, your organization's breach of these Terms, or your organization's violation of applicable law.

Contrayo has no obligation under this Section for a claim arising from (a) Customer Data or anything your organization or its users supply, (b) use of the Service in combination with anything Contrayo did not provide, where the claim would have been avoided but for the combination, (c) modification of the Service by anyone other than Contrayo, (d) use of the Service after Contrayo has notified your organization to stop, or (e) any free trial, beta, or evaluation use. If the Service becomes, or Contrayo believes it may become, the subject of an infringement claim, Contrayo may at its option procure the right for your organization to keep using it, replace or modify it so it is non-infringing while materially preserving its functionality, or terminate the affected subscription and refund any prepaid, unused fees. "Prepaid, unused fees" means fees paid for the terminated subscription that are attributable to the period after the effective date of termination, calculated pro rata by days. This Section states Contrayo's entire liability, and your organization's exclusive remedy, for any claim of intellectual property infringement.

12. Term and Termination

These Terms remain in effect for as long as your organization's subscription is active. Contrayo may suspend or terminate access to the Service for breach of these Terms or non-payment, subject to any notice and cure period in your organization's subscription agreement, and may suspend access immediately and without prior notice where Contrayo reasonably believes continued access presents a security risk to the Service or to another customer, or is unlawful (in which case Contrayo will notify your organization promptly, and in any event within twenty-four (24) hours after suspension, stating the general nature of the risk; will limit the suspension in scope and duration to what the risk reasonably requires; and will restore access promptly once Contrayo reasonably determines the risk is resolved, whether through Contrayo's remediation or your organization's) — and, for non-payment, we will always try to reach you before suspending anything. Either side may also terminate for the other's uncured material breach on 30 days' written notice.

For 30 days after termination, on written request, we will make reasonable efforts to give your organization a copy of its Customer Data in a common, usable format. After that window, we will delete it, except where we're required to keep it longer by law. Personal data governed by the Data Processing Addendum is returned and deleted as that addendum provides, and after termination we retain such personal data only where and for as long as applicable law requires storage.

13. Changes to These Terms

Contrayo may update these Terms of Use from time to time. When we publish a new version, you will be asked to review and accept it before continuing to use the Service, the same reconfirmation flow that applies the first time your organization uses the Service at all.

14. Dispute Resolution and Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Either side may bring a claim arising out of these Terms exclusively in the state or federal courts located in Dallas County, Texas, and each side consents to that venue and to the personal jurisdiction of those courts. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES NOT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER. We have not required arbitration: a dispute under these Terms goes to court — the courts named above — where it is decided by a judge rather than a jury, and is brought by each party on its own behalf rather than as part of a class or representative action.

15. General

Assignment. Neither party may assign these Terms without the other's consent, except that either party may assign them without consent to a successor of substantially all of its business, whether by merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for a failure or delay caused by something reasonably beyond its control — a natural disaster, war, or a widespread infrastructure or internet outage, among others — for as long as that event continues, except for an obligation to pay money already owed.

Export Compliance. Each party will comply with applicable export control and economic sanctions laws, and represents it is not located in, or ordinarily resident in, a country or region subject to a comprehensive U.S. embargo, and is not on any U.S. government restricted-party list.

Notices. We will send legal notices to the email address associated with your organization's account. You can send notices to us atlegal@contrayo.com, with a copy to Contrayo LLC, 16307 Lauder Ln, Dallas, TX 75248.

Severability and Waiver. If a court finds part of these Terms unenforceable, the rest stays in effect. Failing to enforce a provision on one occasion is not a waiver of the right to enforce it later.

Entire Agreement. These Terms, your organization's order form or subscription agreement (if any), our User Agreement, and the Data Processing Addendum (when in effect) are the entire agreement between your organization and Contrayo about the Service, and replace any earlier discussion or agreement about it.

No Third-Party Beneficiaries. These Terms do not create any right or remedy in any person who is not a party to them.

Trials and Beta Features. Any free trial, evaluation, or beta feature is provided "AS IS," without warranty, indemnity, or service commitment of any kind, and Contrayo may modify or discontinue it at any time.

Publicity. Contrayo may identify your organization by name and logo, in factual and non-disparaging form, as a Contrayo customer — on Contrayo's website, in customer lists, and in sales and marketing materials — unless and until your organization opts out. Your organization may opt out, or withdraw an earlier opt-out, at any time by written notice to legal@contrayo.com or through any opt-out control offered in the Service; Contrayo will make no new use after receiving an opt-out and will remove existing uses within thirty (30) days. Any other public use of a party's name, logo, or marks — including any press release, case study, or statement of endorsement — requires the prior written consent of the party named.

Survival. Sections 6 (Intellectual Property), 8 (Confidentiality), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), the data-return and deletion terms of Section 12, 14 (Dispute Resolution and Governing Law), and this Section 15 survive termination of these Terms. The Data Processing Addendum survives as its own terms provide.

Order of Precedence. If the documents comprising the agreement between Contrayo and your organization conflict: (1) the Data Processing Addendum controls as to the Processing of personal data; (2) the order form or subscription agreement controls as to the commercial terms it expressly states (including tier, seats, fees, billing frequency, term length, renewal, and any notice-and-cure period it states); (3) these Terms of Use control in all other respects; and (4) the User Agreement governs each individual user's use of the Service and is subordinate to the foregoing as to your organization. Notwithstanding the foregoing, nothing in any order form, subscription agreement, or Data Processing Addendum modifies Section 10 of these Terms (Limitation of Liability) except a negotiated term that expressly references Section 10 and is signed by both parties.

Electronic Acceptance and Records. Your organization consents to transact electronically under the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code ch. 322). Acceptance of these Terms, an order form, or the Data Processing Addendum through the Service by a person your organization authorizes — including by checkbox, click, or continued use where these Terms so provide — binds your organization to the same extent as a handwritten signature. The Data Processing Addendum may be accepted on your organization's behalf by its administrator through a distinct acceptance step in the Service, or executed by signature. Contrayo maintains, and your organization may retrieve from its account, a dated record of each version of each document your organization has accepted.

See also

This Terms of Use governs your organization's own subscription. There is a separate User Agreement governing your individual use as a named user, and a separate Privacy Policy covering how we handle personal information.