Terms and conditions

Last modified: February 15, 2024

General Terms and Conditions

These General Terms and Conditions (“General Terms”) govern all Order Forms between JuriCheck, a project developed by Vanvitelli Ventures SL, a company registered in Spain, and the legal entity or individual identified as the Customer in the Order Form. JuriCheck is not a law firm, and its services are not provided by qualified lawyers. JuriCheck solely offers a document review tool and holds no responsibility for legal outcomes or decisions made based on the use of its software.

JuriCheck and the Customer are collectively referred to as the “Parties” and individually as a “Party.”

The Customer’s own general terms and conditions are not applicable and are expressly excluded.

Specific service terms, product details, and/or subscription conditions will be outlined in each applicable Order Form. Each Order Form becomes binding on the Parties upon execution and is subject to these General Terms and any documents referenced within them.

Each Order Form is governed by the following documents, in order of precedence (collectively referred to as the “Agreement”):

  1. The Order Form;
  2. The Data Processing Agreement (if applicable);
  3. These General Terms.

In the event of a conflict, the order of precedence is as set out above.

Modifications to Terms

JuriCheck reserves the right to unilaterally modify these General Terms at any time, provided it gives prior written notice of such changes to the Customer (including, without limitation, via e-mail) (the “Notice”). If the Customer does not agree with the changes, they may terminate this Agreement within fifteen (15) days of receiving the Notice by providing written notification to JuriCheck. If the Customer does not notify JuriCheck of their intent to terminate, the new terms will become effective as of the date specified in the Notice.

Except as otherwise provided, the defined terms in this Agreement have the meanings set forth in Article 1.

Scope of Agreement

This Agreement governs:

  1. The Customer’s subscription to the SaaS Solution described in the Order Form, made available to the Customer in accordance with the terms of this Agreement; and/or
  2. The Customer’s subscription to or purchase of additional Services as outlined in the Order Form.

Definitions

For the purposes of this Agreement, in addition to any capitalized terms defined elsewhere, the following terms will have the following meanings:

  • “Affiliate” means an affiliate as defined in Article 1:20 of the Spanish Commercial Code.
  • “Customer Data” refers to any document, material, data, or information uploaded or submitted by the Customer to the SaaS Solution, or generated or processed by the Customer using the Software.
  • “Credits” refers to non-refundable electronic tokens purchased by the Customer or provided by JuriCheck under the relevant subscription terms, which may be used by the Customer to access and use certain features or services of the SaaS Solution.
  • “Documentation” refers to any documentation provided by JuriCheck related to the use of the SaaS Solution.
  • “DPA” refers to the applicable Data Processing Agreement of JuriCheck, if applicable.
  • “Effective Date” is the date when the Customer signs the relevant Order Form.
  • “End User” refers to any individual authorized by the Customer to use the Software on their behalf.
  • “Integration Date” is the date on which the Customer’s contract repository is integrated with the Licensed Software.
  • “Intellectual Property Rights” refers to any and all rights associated with works of authorship, trademarks, patents, trade secrets, and other proprietary rights, whether registered or unregistered, in any jurisdiction worldwide.
  • “Order Form” refers to any quote or ordering document issued in accordance with these General Terms that references these General Terms.
  • “Order Term” refers to the Subscription Term and any subsequent renewal terms as defined in the Order Form.
  • “SaaS Solution” refers to the JuriCheck contract review software, which includes web-based and mobile applications as identified in the Order Form.
  • “Subscription Term” refers to the period from the start date to the end date specified in each Order Form.
  • “Support Services” refers to maintenance and other support services related to the Software being subscribed to.

Access, Use, and Restrictions

During the Subscription Term, JuriCheck grants the Customer and its Affiliates a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right to:

  1. Access and use the SaaS Solution in accordance with the Documentation, solely for the internal business purposes of the Customer and subject to the terms of this Agreement and any additional license parameters or restrictions identified in the Order Form; and
  2. Use and make a reasonable number of copies of the Documentation for authorized use of the SaaS Solution.

The Customer acknowledges that access to and use of the SaaS Solution is subject to the number of End Users specified in the Order Form. Any increase or decrease in the number of End Users must be requested in writing and confirmed by JuriCheck through an updated Order Form.

Obligations of the Customer

The Customer agrees to:

  1. Provide all necessary information, documentation, and cooperation reasonably requested by JuriCheck to fulfill its obligations under this Agreement;
  2. Use the SaaS Solution in compliance with all applicable laws and regulations;
  3. Maintain its network connections and telecommunication links to access the SaaS Solution; and
  4. Take reasonable precautions to prevent the introduction of viruses or harmful software into the SaaS Solution.

Customer Data

The Customer retains exclusive ownership and rights to its Customer Data. JuriCheck may only process Customer Data as necessary to provide the SaaS Solution or Services. The Customer is responsible for the accuracy and legality of the data submitted and must ensure it is lawfully obtained and regularly updated.

Intellectual Property Rights

All intellectual property rights existing before the Agreement will remain with the Party that owns them. JuriCheck retains all intellectual property rights related to the SaaS Solution, including any modifications or enhancements. Customer Data remains the property of the Customer, and JuriCheck may not use Customer Data for any purpose other than providing the Services unless otherwise agreed.

Indemnity and Liability

JuriCheck will indemnify the Customer against any claims that the SaaS Solution infringes on third-party intellectual property rights, provided the Customer promptly notifies JuriCheck of the claim and allows JuriCheck to control the defense.

Disclaimer: JuriCheck provides a document review tool only and does not offer legal advice. The use of the SaaS Solution is for general document review purposes, and JuriCheck accepts no responsibility for legal outcomes or decisions made based on its use.

In no event will JuriCheck be liable for special, incidental, punitive, indirect, or consequential damages, including lost profits or data. JuriCheck’s total liability is limited to the amount paid by the Customer in the twelve (12) months prior to the event giving rise to the claim.

Confidentiality

Both Parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the Subscription Term. The confidentiality obligation survives for five (5) years after the termination of the Agreement.

Governing Law and Jurisdiction

This Agreement is governed by the laws of Spain. Any disputes arising from or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of Madrid, Spain.