User Agreement

User Agreement

This User Agreement governs your individual use of the Contrayo service as a named user of your organization's account, in addition to (not in place of) theTerms of Use that governs your organization's own subscription. Where this Agreement refers to "the Service," it means the same Contrayo service the Terms of Use defines.

1. Your Account

You must be at least eighteen (18) years old and authorized by your organization to use the Service. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify your organization's administrator promptly if you suspect unauthorized access. Your account is personal to you — you agree not to share your credentials or let anyone else act under your account, including a coworker covering for you while you're away.

2. Acceptable Use

You agree not to: use the Service to violate any law; attempt to gain unauthorized access to any part of the Service or another user's data; upload content you do not have the right to share; interfere with or disrupt the Service's operation; probe, scan, or test its security without our written permission; use automated means to extract data from the Service beyond what it's designed to let you do; upload or transmit any virus, worm, or other malicious code; store or transmit payment card data or protected health information — Contrayo is not a HIPAA business associate and does not enter into business associate agreements, so protected health information is prohibited in all cases — or other special categories of sensitive personal information unless your organization has agreed with Contrayo in writing, as the Terms of Use provide, that the Service supports that category (identifiers appearing in ordinary commercial contracts, such as tax or company registration numbers and signatory details, are not restricted by this sentence); or use the Service to circumvent your organization's own approval or delegation-of-authority controls. Contrayo may monitor use of the Service — access logs, authentication events, and usage and security telemetry — as reasonably necessary to maintain its security and integrity, and accesses the content of your organization's Customer Data only as the Terms of Use and the Data Processing Addendum permit.

3. Your Content

You are responsible for the accuracy of information you enter into the Service, including contract data, approvals, and any content you submit on your organization's behalf. Actions you take in the Service — including approvals and signatures within the delegation-of-authority workflow — are attributed to you individually as well as to your organization, and that attribution is part of the record the Service keeps, not something you can ask us to remove afterward.

By using the Service's signature and approval features, you consent to transact electronically and agree that your electronic signature, approval, and other actions in the Service have the same legal effect as a handwritten signature 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). You may withdraw that consent as to future transactions by notifying your organization's administrator, but doing so may prevent you from using the Service.

The Service is software, not a law firm. Nothing in the Service, and no template, clause library, extracted value, suggestion, or workflow it provides, is legal advice, and using the Service does not create an attorney-client relationship with Contrayo. You and your organization remain responsible for obtaining your own legal advice about the contracts you manage in the Service. This applies equally to any output an AI-assisted feature of the Service generates or suggests — including a summary, an extracted or suggested value, drafted contract language, or a recommendation — which is provided as a drafting convenience, may be inaccurate or incomplete, and must be reviewed by you or your organization before anyone relies on it.

4. Confidentiality

Contract data and other information you access through the Service may be confidential to your organization or to counterparties. You agree to handle it accordingly, access only what your role actually requires, and not disclose it outside the purposes for which you were given access, including after you stop being a user, for as long as that information remains confidential.

5. Feedback

If you send us feedback, bug reports, or suggestions about the Service, you're giving Contrayo permission to use them freely, without owing you anything for it. This doesn't give us any rights in your organization's Customer Data.

6. Your Own Personal Information

Contrayo also processes personal information about you directly — your name, email, and account preferences, for example — as described in our Privacy Policy, which explains what we collect about you as a user and why. That's a separate, complementary document from this Agreement: this Agreement is about how you may use the Service; the Privacy Policy is about how we handle your own data.

7. No Warranty; Limitation of Liability

THE SERVICE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Because you don't pay us directly for your individual access — your organization does, under its own subscription — OUR TOTAL LIABILITY TO YOU PERSONALLY UNDER THIS AGREEMENT, AS DISTINCT FROM OUR LIABILITY TO YOUR ORGANIZATION UNDER THE TERMS OF USE, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100) IN THE AGGREGATE, AND CONTRAYO WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. Suspension

Your organization's administrator, or Contrayo, may suspend your individual access for violation of this Agreement, independent of your organization's own subscription status. If we suspend your access, we will try to tell you why, unless we reasonably believe doing so would compromise an investigation or violate the law.

9. Governing Law and Disputes

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles, and any claim arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in Dallas County, Texas, to whose jurisdiction you consent. The dispute-resolution approach in the Terms of Use applies here as well; if the two ever conflict, this Section controls as to your individual use.

10. Changes to This Agreement

Contrayo may update this User Agreement from time to time. When it does, you will be asked to review and reconfirm it before continuing to use the Service.

Sections 3 (Your Content), 4 (Confidentiality), 5 (Feedback), 7 (No Warranty; Limitation of Liability), and 9 (Governing Law and Disputes) survive any termination or suspension of your access to the Service.

See also

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