DocIQ Individual User Terms

Last updated: 11th of October, 2020

These Terms contain the terms and conditions that govern your access to and use of the DocIQ Platform (as defined below) and is an agreement between Contract Vault GmbH, Gotthardstrasse 26, CH-6300 Zug, Switzerland (herein referred to as "Contract Vault") and you or the entity you represent (“You” or “Your”). These Terms take effect when you click an “I Accept” button or check box presented with these Terms or, if earlier, when You use the DocIQ Platform (the “Effective Date”). You represent to us that You are lawfully able to enter into contracts (e.g., you are not a minor). If You are entering into this agreement for an entity, such as the company You work for, You represent to us that You have legal authority to bind that entity.

Definitions

"DocIQ Platform" means Contract Vault's proprietary software application modules and user interfaces provided to You in a hosted environment provided and maintained by Contract Vault under this Agreement. DocIQ Platform may contain third-party components licensed to Contract Vault.
"Data Protection Legislation" means Laws, which protect the privacy rights of individuals, in so far as they apply to the processing of Personal Data in connection with this Agreement, including without limitation data protection Laws enacted by Switzerland, the EU/EEA and EU/EEA Member States, and similar measures;
"Law" means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective Party.
"Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
"Tenant" means a dedicated share of the DocIQ Platform - including configuration, user access management, tenant individual functionality and non-functional properties, in which a group of users managed by a certain corporate customer with a Tenant Subscription Agreement share a common access with specific privileges to the DocIQ Platform. You may be granted access to such Tenants by certain of such corporate customers in the course of Your use of the DocIQ Platform.
"Third Party Products" mean application software products provided by third party vendors, including operating system and application software with which the DocIQ Platform interfaces and which provides certain functionality essential to the operation of the DocIQ Platform. Third Party Products are licensed to Contract Vault for incorporation and use in the hosted environment as part of the DocIQ Platform. For the sake of clarity, the term Third Party Products does not refer to third-party software components, if any, incorporated into the DocIQ Platform.
"Your Data" means all data, files, including hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that You create, install, upload to or transfer in or through the DocIQ Platform or provide in the course of using the DocIQ Platform, excluding identification and other information provided by You.

Usage Rights

Contract Vault hereby grants You a non-exclusive, non-transferable, temporary limited right to access and use the DocIQ Platform for Your internal business purposes ("Usage Right").
You shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the DocIQ Platform available to any third party.
You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the DocIQ Platform, including without limitation the documentation that is provided as a part thereof, or access the DocIQ Platform in order to build a similar or competitive product or service.
Except as expressly stated herein, no part of the DocIQ Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means.
You agree to make every reasonable effort to prevent unauthorized third parties from accessing the DocIQ Platform.
You acknowledge and agree that Contract Vault or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the DocIQ Platform and any suggestions, enhancement requests, feedback, or recommendations provided by You relating to the DocIQ Platform, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.
You do not acquire any rights in the DocIQ Platform, express or implied, other than those expressly granted in these Terms and all rights not expressly granted to You are reserved by Contract Vault and Third Party Vendors.

Licenses from You

Subject to the terms and conditions of this Agreement, You grant to Contract Vault the non-exclusive, nontransferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use Your Data solely to the extent necessary to provide the DocIQ Platform to You.
You acknowledge and agree that Your Data and all information that is provided to Contract Vault in connection with Your use of the DocIQ Platform may be processed by Contract Vault and its subcontractors to the extent necessary to provide the DocIQ Platform.
You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of Your Data. You agree that the license to Your Data shall survive termination of this Agreement for the purpose of storing backups in accordance with these Terms.
Contract Vault may (i) compile statistical and other information related to the performance, operation and use of the DocIQ Platform, and (ii) use data from the DocIQ Platform in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (i) and (ii) are collectively referred to as “Service Analyses”). Contract Vault may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Data, Personal Data or Confidential Information in a form that could serve to identify You or any other individual. Contract Vault retains all intellectual property rights in Service Analyses.

Intellectual Property Rights

The DocIQ Platform and any necessary software used in connection with it contains proprietary and confidential information that is protected by applicable intellectual property and other Laws. Further, the content or information presented to You through the DocIQ Platform may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and Laws. Except where expressly provided otherwise, nothing in this Agreement shall be construed to confer any license to any of Contract Vault's (or its third party manufacturer’s, author’s, developer’s, vendor’s, and service provider’s ("Third Party Vendors"), intellectual property rights.

Terms of Service

Service Extensions or Updates. Any new feature (whether bundled in a Module or not) that augment or enhance the DocIQ Platform, and/or any new Module or service subsequently subscribed to by You will be subject to these Terms.
Passwords, Access. You are solely responsible for the confidentiality and use of Your passwords and user name
Contract Vault's Support. Contract Vault will make commercially reasonable efforts to promote Your successful utilization of the DocIQ Platform, including but not limited to providing You with user guides and on-line help, and product support. Contract Vault also offers “for fee” extended support options and consultation, which services may include, among other things, training services, business and regulatory process consulting, submission processing support, submission migration services and system configuration.
Subcontracting. Contract Vault may fully or partially outsource its business areas and services or assign these to third parties. These third parties are carefully selected and instructed and are monitored by Contract Vault in accordance with legal and internal requirements.

Your Responsibilities

You shall comply with all Laws applicable to You in connection with Your use of the DocIQ Platform, including without limitation Data Protection Legislation, and Laws related to international communications, and the exportation of technical data.
You will ensure that any use of the DocIQ Platform by is in accordance with these Terms and the DocIQ Acceptable Use Policy.
You agree to notify Contract Vault immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Your Data.

Suspension

Contract Vault may suspend Your access to the DocIQ Platform if Contract Vault reasonably concludes that Your use of the DocIQ Platform is causing immediate and ongoing harm to Contract Vault or others. Contract Vault will not be liable to You or to any third party for any suspension of the DocIQ Platform under such circumstances as described in this Section.

Modification or Discontinuation

Contract Vault reserves the right at any time and from time to time to modify, temporarily or permanently, or to discontinue the DocIQ Platform (or any part thereof). Contract Vault will use commercially reasonable efforts to notify You prior to any such modification.

Data Protection

Contract Vault respects Your data sovereignty and the importance of confidentiality of Your Data.
You understand that Your use of the DocIQ Platform and compliance with any terms hereunder does not constitute compliance with any Data Protection Legislation. You understand that You have an independent duty to comply with any and all Data Protection Legislation applicable to You.
You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and Contract Vault' processing of Personal Data as part of the DocIQ Platform. Your Data shall not include any sensitive or special data that imposes specific data security or data protection obligations on Contract Vault in addition to or different from those specified in this Agreement.

Data Security

During the Term of this Agreement, Contract Vault maintains a security program materially in accordance with industry standards that is designed to: (i) ensure the security and integrity of Your Data; (ii) protect against threats or hazards to the security or integrity of Your Data; and (iii) prevent unauthorized access to Your Data.

These Terms are governed, construed and enforced by the substantive Laws of Switzerland whereby (i) international conventions, including the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) and (ii) Swiss conflict of law rules are hereby excluded from application to these Terms.
The ordinary courts of the City of Zug shall have exclusive jurisdiction with regard to any dispute arising out of or in connection with these Terms (including its interpretation, closing, execution, binding effect, amendment, breach, termination or enforcement).