TERMS OF USE
Last updated: February 21, 2024
The following terms (“Terms of Use”) govern your (“user” or “you” or “your”) access, viewing or use of https://www.spotdraft.com/ 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 and subsidiaries, including Draftspotting Inc.) (“SpotDraft” or “Company” or “us”) by virtue of your Use (as defined below) of the services made available in our Platform.
The date on which is Terms of Use become binding on you is the date on which you first visit 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:
i. Provide the requisite amount of current, relevant, complete, and accurate information about yourself, as and when prompted to do so;
ii. 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 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 need for any further consent.
1. Definitions
1.1 “Confidential Information” means any and all information which 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 reasonable 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;
1.2 “User Data” means any information, document, application, file, text, e-signature, or such other material that is provided or uploaded, directly or indirectly, in the Use of the Platform by you;
1.3 “Intellectual Property Right” means and includes, without limitation, any patents, copyrights, trademarks, trade secrets, service marks, designs, database right, design right, moral right 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;
1.4 “Party” means either SpotDraft or you; and Parties shall refer to both SpotDraft and you collectively;
1.5 “Services” means the Platform provided by the Company to the Users;
1.6 “Use” or “Used” means your direct or indirect, activation or access of Platform or the Services, and/or your execution, access, utilization, employment of the Services, or displaying of information resulting from such use.
2. General
2.1 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.
2.2 You understand that for the purpose of effectively using the Platform you will be required to provide accurate information.
2.3 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.
2.4 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.
2.5 You will be solely responsible for your acts on the Platform including those conducted under the username assigned to you.
2.6 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.
3. Grant of Right to Use, Intellectual Property Rights, Prohibited Uses
3.1 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.
3.2 The Parties agree that you shall at all times retain the title to and the Intellectual Property Rights over the User Data.
3.3 Without prejudice to Clause 3(ii) 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 pseudonymised 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 favour of the Company, in perpetuity and worldwide.
3.4 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.
3.5 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.
3.6 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.
3.7 Further you shall not commit Abuse. Abuse means in the 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) to 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.
3.8 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 involve, 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.
3.9 We may provide link 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 website. 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.
3.10 Should you have any grievance with respect access or usage of computer resource by any person, you can notify your complaints to the Grievance Officer appointed by the Company. Grievance Officer: Romit Raj who can be contacted at romit@spotdraft.com.
4. Document Authentication, e-Signatures and Ownership
4.1 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:
4.1.1 We use technology and solutions provided by third parties to facilitate signature, execution and authentication of documents on our Platform.
4.1.2 In addition to these Terms of Use, you will have to agree to and comply with the terms of such third parties.
4.1.3 Use of the authentication facility on SpotDraft does not make SpotDraft a party to your agreements and deeds.
4.1.4 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.
4.1.5 We do not provide advice regarding document retention including the time periods for which a document needs to be retained.
4.1.6 The individual authenticating, signing or executing a document should have the competence and/ or authority to authenticate, sign or execute the document.
4.2 You retain all right, title, and interest (including any intellectual property rights) in and to the User Data uploaded into SpotDraft Platform (excluding any SpotDraft intellectual property). You hereby grant SpotDraft a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the User Data to the extent necessary to provide the e-signature services or as otherwise permitted in these Terms. User expressly authorizes SpotDraft to use and process User Data (including any Confidential Information contained therein) as described in these Terms and in accordance with the SpotDraft Privacy Policy, which provides for, but is not limited to, delivering and sharing of content and documents as directed by Your use of SpotDraft e-signature services with third parties (e.g. individuals/legal entities) that you invite to view, approve or sign such contents and documents. These licenses and permissions extend to our affiliates and trusted third parties we work with.
4.3 Aggregate/Anonymous Data. You agree that SpotDraft will have the right to generate aggregate or anonymous data and that aggregate or anonymous data is owned by SpotDraft, which SpotDraft may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve SpotDraft’s products and services and to create reports and other materials). For clarity, SpotDraft will only disclose aggregate or anonymous data externally in a de-identified (anonymous) form that does not identify You, or the end users, and that is stripped of all persistent or personal identifiers. You are not responsible for SpotDraft’s use of aggregate or anonymous data.
4.4 User Disclosure Regarding Signing Documents Electronically
4.4.1 Paper Copies
You are not required to sign documents electronically and may request paper copies of documents if you prefer to do so. You also have the ability to download and print any open or signed documents sent to you through the SpotDraft electronic signature system using the PDF and print icons. SpotDraft may also email you a PDF copy of all agreements you sign using the SpotDraft e-signature service. If you wish to receive paper copies in lieu of electronic documents you may close this web browser and request paper copies from the “sending party” by following the procedures outlined below.
4.4.2 Withdrawal of Consent
You may withdraw your consent to receive electronic documents at any time. In order to withdraw consent, you must notify the “sending party” that you wish to withdraw consent and to provide your future documents, notices, and disclosures in paper format. After withdrawing consent if at any point in the future you proceed forward and utilize the electronic signature system you are once again consenting to receive documents electronically. You may withdraw consent to receive electronic documents and optionally electronically signatures by following the procedures described below.
4.4.3 Scope of Consent
You agree to receive electronic notices, disclosures, and electronic signature documents with all related and identified documents and disclosures provided over the course of your relationship with the “sending party.” You may at any point withdraw your consent by following the procedures described below.
4.5 Requesting paper copies, withdrawing consent, and updating contact information
You have the ability to download and print any documents we send to you through the electronic signature system. To request paper copies of documents, withdraw consent to conduct business electronically and receive documents electronically or sign documents electronically please contact the “sending party” by telephone, postal mail, or by sending an email to the “sending party”.
Any fees associated with sending paper copies or withdrawing consent will be determined by the “sending party.”
5. Warranty
5.1 You hereby warrant that you have all necessary authority, approvals and consents to share the User Data with us.
5.2 YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT SPOTDRAFT DOES NOT MAKE ANY WARRANTY THAT THE PLATFORM OR THE 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/OR SERVICES. SPOTDRAFT DOES NOT REPRESENT THAT THE PLATFORM AND/OR 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.
5.3 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.
5.4 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.
5.5 The Company disclaims any liability for any consequences or liability that may accrue to you as a result of using or accessing the Platform.
6. Term & Termination
6.1 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 (“Term”).
6.2 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 if you violate these Terms of Use or any applicable law.
6.3 Upon termination of these Terms of Use, you will immediately cease to Use of the Platform and Services due from the effective date of termination.
6.4 Those provisions, which by their nature are intended to survive the termination of these Terms of Use, shall survive the termination or expiration of this Terms of Use.
7. Confidential Information
7.1 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 confidentiality of the information.
7.2 The obligations with respect to the Confidential Information disclosed pursuant to this 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 endeavours to maintain the confidentiality of the Confidential Information and discloses only what it must.
7.3 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.
7.4 Notwithstanding anything here in, 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.
7.5 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 may have been disclosed.
8. Limitation of Liability
8.1 SpotDraft shall not be responsible under these Terms of Use: (i) if the Platform not Used in accordance with the provisions of these Terms of Use; or (ii) if a defect to the Platform is caused by your computing environment or by interfacing third-party software not authorized by us.
8.2 IN NO EVENT SHALL SPOTDRAFT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY CLAIM, LOSS INCLUDING LOSS OF PROFITS, BUSINESS, CONTRACTS, DATA, REVENUES, LOSS OF OPERATION TIME, LOSS OF GOODWILL OR REPUTATION, OR FOR ANY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGE OF ANY NATURE WHATSOEVER OR HOWSOEVER ARISING OUT OF THESE TERMS OF USE.
8.3 SPOTDRAFT’S TOTAL CUMULATIVE LIABILITY TO YOU UNDER OR IN RELATION TO THESE TERMS OF USE WHETHER IN CONTRACT OR TORT WILL NOT EXCEED INR 100 (INDIAN RUPEES ONE HUNDRED ONLY).
9. Indemnity
You shall defend, indemnify and hold harmless SpotDraft, its principals, officers and employees against all claims, liabilities, loss, damages and costs (including reasonable attorneys’ fees), brought against SpotDraft, arising as a result of your: (a) actions or omissions; (b) Use of the Platform or the Services; (c) breach of these Terms of Use; (d) breach of any applicable law; or (e) any fraud, misrepresentation or wilful misconduct; or (f) your misrepresentations.
10. Communication
You hereby consent to receive emails, messages, calls, auto-dialled 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/SMS 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.
11. General Clauses
11.1 You may not assign your rights, claims or other entitlements under this These of Use without a prior written consent from SpotDraft. SpotDraft may freely assign its rights and obligations under these Terms of Use.
11.2 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.
11.3 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 authorised signatory of the waiving Party.
11.4 If any of the terms in these Terms of Use are held to be invalid, such term shall to the extent of the invalidity be severed from the remaining terms which shall continue to be valid.
11.5 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.
11.6 All notices and other communications made or required to be given under this Terms of Use shall be in writing.
11.7 Any terms included in documents such as pay orders will have no binding effect on the Parties.
11.8 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.
11.9 The section headings used herein are for convenience only and shall be of no legal force or effect.
11.10 If you have any questions, clarifications or concerns in relation to the Terms of Use, please reach out to us at team@spotdraft.com.