Terms of Use

Terms of Use - VerifAI

The following terms (“Terms of Use”) constitute a legal agreement between you and Draftspotting Technologies Private Limited (and its affiliates), including / Draftspotting Inc. (“SpotDraft” or “Company” or “us”) and govern your (“User” or “you” or “your”) access, viewing, or use of VerifAI (defined below) and any associated application provided by SpotDraft by virtue of your Use of VerifAI. These Terms of Use shall be effective from the date on which you accept them or access VerifAI in any manner (“Effective Date”). In the event you’ve signed a SaaS Agreement with the Company where you’ve been provided access to VerifAI, then for the purpose of usage of VerifAI, these terms and conditions will apply.

You acknowledge that these Terms of Use will be read along with SpotDraft’s privacy policy (“Privacy Policy”). By accepting these Terms of Use, or by accessing or viewing or using VerifAI, you agree to be bound by the Terms of Use, Privacy Policy, and these constitute your binding legal obligations towards the Company.

The Terms of Use may be modified (including suspension, cancellation, or discontinuance of VerifAI) at any time by the Company by notifying through an email, and you agree that it shall be your responsibility to ascertain the changes to these Terms of Use by accessing VerifAI. Any modified terms shall be applicable to your use of VerifAI without the need for any further consent. SpotDraft may revise/remove VerifAI features and functions at any time.

VerifAI, a Microsoft Word Add-In offered by SpotDraft, uses generative artificial intelligence to review contracts against user-specified guidelines, written in simple English, and streamlines the contract review process, and also answers open-ended, contextual and logical questions about contracts.

When you install VerifAI, you agree to:

i. Have a valid Microsoft Office 365 License (“Microsoft License”)

ii. Maintain and update the Microsoft License and VerifAI, as and when required, by keeping it current, complete, and accurate.

Disclaimer: Generative AI is an experimental technology and is for informational purposes only. Quality, accuracy, and availability may vary. Outputs generated through generative AI on VerifAI shall not be construed as any kind of medical, legal, financial, or other professional advice.

1. Definitions

1.1. “Confidential Information” means any and all information that is disclosed by either Party to the other 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.

1.2. “User Data” means any information, document, application, file, text, or such other material that is provided or uploaded, directly or indirectly, to Use VerifAI by you, including contracts and contract text analyzed by VerifAI.

1.3. “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.

1.4. “Party” means either SpotDraft or you, and Parties shall refer to both SpotDraft and you collectively.

1.5. “Third-Party Apps” means any third-party applications, integrations, websites, products, or services that are linked in or that interact or interoperate with VerifAI, including any applications built by third parties.

1.6. "VerifAI" means artificial intelligence (AI) service provided through the add-in created and made available by SpotDraft on the Microsoft AppSource app store, to review contracts using AI.

1.7. "Use" or "Used" means your, direct or indirect, activation or access of VerifAI, and/or your execution, access, utilization, or displaying of information resulting from such use.

2. User Eligibility and Obligations

2.1. You agree and understand that the Use of VerifAI 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 VerifAI, you will be required to: (i) provide accurate information, and (ii) have a valid Microsoft License with your accurate information.

2.3. You represent that you have all rights required to provide the information that you have provided to VerifAI 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 VerifAI 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 VerifAI.

2.5. You will be solely responsible for your acts using VerifAI, including those conducted under your username.

2.6. You understand and agree that SpotDraft may, in its sole discretion, terminate your access to VerifAI without notice and you waive any right to claim access to VerifAI 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.

2.7. You understand and agree that third-party apps are subject to their own terms and privacy policies. You are responsible for reviewing those terms and policies before using Third-Party Apps. SpotDraft is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses User Data, you authorize the transfer of that data to the Third-Party App.

3. Fee

3.1. “Fee” means payments required to be made by you to SpotDraft for using VerifAI. All Fees for the paid account shall be payable in advance by you to SpotDraft using the payment link provided on the subscription page. The Fee shall be automatically billed to you from the date you subscribe to a paid account on a month-to-month basis until cancellation. You are responsible for all applicable taxes, and we’ll charge tax as and when applicable. You may cancel your subscription to the VerifAI paid account at any time.

3.2. In case of non-payment of the Fee for your paid account on time, SpotDraft reserves the right to suspend it or reduce your access to the free version of VerifAI.

3.3. SpotDraft reserves the right in the future to require payment of Fees for certain or all aspects of VerifAI, change prices, or institute new charges, upon prior notice to you, which may be sent by email or posted on the registration form. Your use of VerifAI following such notification constitutes your acceptance of the revised Fee.

3.4. Free trials: We may offer a free trial subscription for a limited period. If you are using a free trial membership and cancel it before the end of the trial period, User will be able to access VerifAI till the end of your trial period. Each User shall be eligible for only one free trial account.

4. Grant of Right to Use, Intellectual Property Rights, Prohibited Uses

4.1. SpotDraft hereby grants you a revocable, non-exclusive, non-transferable, limited permission to Use VerifAI, for the Term, subject to these Terms of Use.

4.2. The Parties agree that you shall at all times retain the title to and the Intellectual Property Right over the User Data.

4.3. SpotDraft shall not be restricted from collecting, storing, analyzing, and using the data related to the Use of VerifAI; and from tracking your usage of VerifAI, tracking VerifAI performance, producing marketing and sales materials, benchmarking studies and VerifAI development. SpotDraft may aggregate such data from multiple Users, such data shall be SpotDraft’s Intellectual Property.

Any information created/generated through VerifAI, may be recorded and stored by SpotDraft for the purposes of debugging in case of any issues reported by the Users. SpotDraft will not use any User Data inputted into VerifAI for the purposes of training or improving VerifAI.

4.4. 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 VerifAI including, without limitation, using reasonable measures to secure the User Data from unauthorized access and modifications.

4.5. You acknowledge that the ownership of and title in and to all Intellectual Property Rights in VerifAI, 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.

4.6. 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, pedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, libelous, 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 cognizable 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.

4.7. Further, you shall not commit Abuse. Abuse means in your access and Use of VerifAI (i) you sharing passwords and other authentication credentials; (ii) permitting the Use of VerifAI 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, VerifAI which negatively affects the performance of VerifAI; (v) for any commercial purpose; or (vi) in a manner that is not consistent with the objectives of these Terms of Use; or (vii) violating or attempting to violate the security of VerifAI.

4.8. Fair Use. SpotDraft allows reasonable and non-commercial use of VerifAI capabilities. Misuse, or any activity that places an undue burden on VerifAI’s infrastructure is considered a breach of fair use. You must refrain from using VerifAI for illegal purposes. SpotDraft reserves the right to monitor and enforce fair use policies to maintain a balanced and equitable user experience.

4.9. You shall not (i) reverse-engineer VerifAI to discover underlying components of models, algorithms, and/or systems; (ii) use data from VerifAI to create, train, or improve (directly or indirectly) any other AI service; and (iii) unless explicitly permitted, use web scraping, web harvesting or web data extraction methods to extract data from VerifAI.

4.10. Should you:

(i) have any grievance with respect to access or usage VerifAI by any person, you can notify your complaints to the Grievance Officer appointed by the Company. Grievance Officer: Tonmoy Borah who can be contacted at tonmoy@spotdraft.com.

(ii) require any support with regards usage of VerifAI, you can reach out to us at teamverifai@spotdraft.com.

5. Use of Marks; Publicity

5.1. Use of Marks: Subject to Clause 4 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.

5.2. 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. Warranties and Disclaimers

6.1. You hereby warrant that you have all necessary authority, approvals, and consent to share the User Data with us.

6.2. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT SPOTDRAFT DOES NOT MAKE ANY WARRANTY THAT VERIFAI SHALL COMPLY WITH, ADHERE TO OR BE FIT FOR, YOUR REQUIREMENTS. BY ALLOWING USE OF VERIFAI, 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 VERIFAI. SPOTDRAFT HAS NO CONTROL OVER THE USER DATA UPLOADED OR GENERATED BY YOU IN THE USE OF VERIFAI. 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 VERIFAI.

6.3. SPOTDRAFT DOES NOT REPRESENT THAT VERIFAI WILL BE UNINTERRUPTEDLY AVAILABLE OR BE ERROR-FREE. SPOTDRAFT DOES NOT GUARANTEE THE QUALITY AND ACCURACY OF OUTPUTS GENERATED THROUGH ARTIFICIAL INTELLIGENCE AND LARGE LANGUAGE MODELS ON VERIFAI.

6.4. 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.

6.5. SpotDraft does not provide any legal advice regarding applicable laws or agreements, or any other legal advice.

6.6. SpotDraft disclaims any liability for any consequences or liability that may accrue to you as a result of using or accessing VerifAI.

7. Term & Termination

7.1. 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”).

7.2. SpotDraft reserves the right to terminate or suspend your user account or your access to VerifAI at any time, at its sole discretion (a) immediately for breach of these Terms of Use, and (b) for convenience by providing you a written notice of fifteen (15) days and provide a refund of any prepaid unutilized fee.

7.3. Upon termination of these Terms of Use, you will immediately cease the Use of VerifAI.

7.4. You may terminate or cancel the subscription to VerifAI anytime by clicking cancel subscription on the VerifAI page. Your subscription will be canceled or terminated from the next billing date.

7.5. 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.

8. Confidential Information

8.1. 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.

8.2. 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.

8.3. 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.

8.4. 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.

8.5. On termination of these Terms of Use as provided for in Clause 7 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.

9. Limitations of Liability

9.1. Exclusion of damages: Each Party agrees that in no event will the other Party 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.

9.2. 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 (excluding indemnity and confidentiality obligations, breach of provisions of the data processing addendum, data security breach). 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.

10. Indemnity

10.1. 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:

10.1.1. any gross negligence, wilful misconduct, misrepresentation, fraud, reckless or wrongful act or omission of the Indemnifying Party, its employees, representatives, contractors, or agents;

10.1.2. breach of these Terms of Use, including breach of confidentiality obligations, provisions of the applicable data processing addendum, and/or data security breach;

10.1.3. 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;

10.1.4. 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

10.1.5. any alleged violation by the Indemnifying Party of any law, statute, regulation, or ordinance.

10.2. 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.

11. Communication

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

11.2. You hereby consent to receive emails, messages, calls, auto dialed or pre-recorded calls, from us at any time with the use of the information that you have provided for the use of VerifAI, 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.

12. Feature Request, Feedback, and Other Services

12.1. VerifAI is standardized and offered to multiple SpotDraft clients. Except as set forth in these Terms of Use, SpotDraft shall not offer any customization capability with respect to VerifAI to you.

12.2. 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, “Feedback”), you agree that SpotDraft may, at any time, without restriction, edit, copy, publish, share, translate, and otherwise use in any medium any Feedback that you forward to SpotDraft. SpotDraft shall have no obligation to pay any kind of compensation, respond, or maintain confidentiality related to such Feedback.

12.3. 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.

13. General Clauses

13.1. Assignment. 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 you consent.

13.2. Governing Law and Jurisdiction. These Terms of Use shall be governed by and construed without regard to conflict of laws principles, and all disputes arising out of these Terms of Use, User’s use of VerifAI, or the information to which it gives access shall be exclusively referred and resolved by:

The laws of India, and the courts of Bengaluru, Karnataka, India, if the User is based in India;
The laws of the State of New York, and the courts of Manhattan, New York, United States, if the User is based outside India.

13.3. Waiver and Severability. A waiver of any default/breach is not a waiver of any subsequent default/breach. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.

13.4. Relationship of the Parties. 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.

13.5. Force Majeure. 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 VerifAI without any liability to you.

13.6. Notices. 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.

13.7. Entire Agreement. 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.

13.8. Headings. The section headings used herein are for convenience only and shall be of no legal force or effect.

13.9. Binding Nature. 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.

14. In the event that VerifAI is subscribed to along with SpotDraft's contract lifecycle management ("CLM") platform, the provisions of the software services agreement signed by the Parties (for the CLM services) shall prevail over these VerifAI Terms of Use in case of any conflict.