Contract Review Terms | CrushContracts

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CrushContracts is not a law firm and does not provide legal advice, therefore nothing in this website should be construed as such. The information contained in this Website is provided for informational purposes only, and should not be construed as legal advice on any subject matter. No recipients of content from this site, clients or otherwise, should act or refrain from acting on the basis of any content included in the site without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from an attorney licensed in the recipient's state. The content of this Website contains general information and may not reflect current legal developments, verdicts or settlements. CrushContracts expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this Website.

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Master Services Agreement

This Master Services Agreement (“Agreement”) is between you, the user or purchaser of our services, (“you,” “yours,” and “Client”) and CrushContracts, Inc. located at 150 N. Michigan Ave, Suite 2800, Chicago Illinois 60601 (“us,” “our,” and “Provider”), (collectively, the “Parties” and each individually a “Party”) and shall be governed by our Terms of Use and Privacy Policy listed on our website. In the event of a conflict, the

BACKGROUND

Provider is not a law firm and does not provide legal advice. Provider provides innovative commercial contracts support services to organizations. Client desires to obtain and Provider agrees to provide all such services. Client and Provider agree that the following terms and conditions shall govern Provider’s provision of such services and Client’s acceptance of those services.

Please read Section K. Arbitration carefully which requires arbitration to first resolve any claim that you may have against Provider.

TERMS AND CONDITIONS

Client and Provider hereby agree as follows:

A. Definitions

“Deliverables” shall mean reviewed commercial contracts, reports, workpapers, commercial contracts review solutions, or other designated work product provided with our Services.
“Fees” shall mean Provider’s fees to be paid Provider by Client for Provider’s performance of the Services and/or provision of the Deliverables as specified on the Site at the time of your purchase.
“Services” shall mean those services (e.g., contract review and redlining) to be provided to Client by Provider as specified on our Site.

B. Services.

Provider shall provide the Services and/or Deliverables specified on the Site at the time of your purchase.

C. Term

All packages and subscriptions expire at the end of your paid period unless cancelled by you as per the terms of this Agreement.

D. Cancellation

You may cancel your package or subscription at any time with written notice to the Provider at cancel@crushcontracts.com subject to a cancellation fee of one hundred and fifty dollars ($150) if cancellation request is received after the onboarding begins. You will not be charged for any subsequent billing periods. Your cancellation will go into effect at the end of your current active subscription month. You’ll continue to have access to Services through the remainder of your current active subscription month.

If you were on monthly billing, your subscription will remain active until the end of your paid month.
If you were on annual billing, your subscription will remain active until the end of your paid year.
You understand and accept that you will not receive a refund for any portion of the subscription fees you paid for the current or prior billing periods (monthly or annual) and for Services rendered.
Freezing: You can freeze your Services for up to six (6) months at no cost instead of canceling it for future use by sending a written notice to the Provider at freeze@crushcontracts.com. You will not be charged for any subsequent billing periods for up to six (6) months.

E. Fees and Payments

Fees. You hereby authorize the Provider to bill your payment instrument provided by you in advance on a periodic basis in accordance with the terms of the applicable payment plan until you cancel your subscription. All fees are subject to change.
Late Fees Provider shall assess Client a late payment charge on any undisputed amount that remains unpaid after it is due at five percent (5%) per month or the maximum rate permitted by law.
Provider’s obligations and Client’s rights under this Agreement are conditional upon Client’s timely payment of all fees and charges.

F. Confidentiality and Non-disclosure

“Confidential Information” shall mean, proprietary information and materials provided by disclosing party (“Discloser”) to the receiving party (“Receiver”), which at the time of disclosure is designated as confidential by the Discloser or which by its nature would be understood to be confidential information. This includes, but is not limited to, intellectual property, business plans, names of customers, employees, trading partners, trade secrets, new products and concepts, proprietary systems and technologies, financial data and operating procedures, and patient information regardless of form or media.
Confidential Information shall not include information: (a) that was known to the Receiver prior to disclosure by the Discloser, (b) is or becomes publicly known in the public domain, (c) is given to the Receiver by a third party who has the right to disclose the information, (d) is independently created or developed by the Receiver, or (e) is required to be disclosed by law or court of competent jurisdiction.
Parties agree that Confidential Information made available to the Receiver by the Discloser shall be used by the Receiver solely for the purposes set forth in this Agreement, and that no license or grant, express or implied, in the Confidential Information is made by the Discloser. Unless otherwise expressly authorized by either party or required by law, all Confidential Information shall be kept in strict confidence. Provider and Client shall execute similar confidentiality and non-disclosure agreements with all officers, employees, agents, consultants and sub-contractors that may have access to Confidential Information, and agree to be responsible for any breach of this Section F.
Client agrees and accepts that as part of Provider’s confidential client files Provider will retain copies of the Deliverables and other pertinent work papers generated as part of the Services as evidence of the work performed for and the Deliverables provided to Client by Provider. Further, such Deliverables and other pertinent work papers may contain Confidential Information and such shall be retained in confidence by Provider per the terms of this Section F.
The terms and conditions of this Section F shall survive the termination of this Agreement.

G. Client Responsibilities

Client understands and acknowledges that the obligations of Provider to perform in accordance with this Agreement are dependent upon, among other things, the accuracy of the assumptions and representations made by Client, the timeliness of Client’s direction and responses, and the availability of Client personnel related to this Agreement.
Client understands and agrees that:
- Provider is not a law firm and does not provide legal advice;
- Provider is not responsible for project management (i.e. work will be at the Client’s direction);
- Provider provides Services solely at the Client’s direction; and
- Client will not seek legal advice from Provider under any circumstances.

H. Independent Contractor

Provider is an independent contractor as that term is commonly used and not an employee of Client. As such, Provider assumes complete responsibility for its own employees with regard to federal or state employer’s liability and withholding tax, worker’s compensation, social security, unemployment insurance, and other federal, state, and local laws.
Further, Provider is solely responsible for any and all taxes due for any and all compensation earned by Provider under this Agreement.
Neither party shall be deemed to be a legal representative of the other. Provider has no authority, either express or implied, to bind or obligate Client in any way.

I. Sub-contracting

Client acknowledges and agrees that from time to time Provider may use personnel that are not Provider employees and are independent contractors to Provider to perform some of the Services and such independent contractors shall work under Provider’s direct supervision and subject to the terms and conditions of this Agreement.

J. Warranty, Indemnification and Limitation of Liabilities

It is understood by the parties that under the terms of this Agreement, Provider is responsible for providing certain Deliverables, and recommendations to Client which shall not be construed as legal advice by Client, and Client shall be responsible for how Client subsequently uses those ideas, recommendations, and Deliverables. Each party shall be liable only for damages that might arise from the performance of its own responsibilities created herein.
WARRANTY DISCLAIMER. ALL SERVICES AND DELIVERABLES ARE PROVIDED ‘AS IS’ BY PROVIDER AND ALL CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE REGARDING THE SERVICES AND DELIVERABLES ARE HEREBY DISCLAIMED AND EXCLUDED. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT WILL MEET CLIENT’S REQUIREMENTS OR WILL PERFORM, OR BE PERFORMED, WITHOUT ERROR OR INTERRUPTION, AND PROVIDER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY. UNLESS FURTHER LIMITED ELSEWHERE IN THIS AGREEMENT, THE ENTIRE LIABILITY OF PROVIDER, AND CLIENT’S EXCLUSIVE REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL NOT IN THE AGGREGATE EXCEED THE FEES PAID TO PROVIDER BY CLIENT FOR THE MONTH IN WHICH THE MOST CURRENT EVENT GIVING RISE TO THE LIABILITY OCCURRED.
DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, REVENUES, PROFITS OR SAVINGS, OR LOSS OF OR DAMAGE TO CLIENT DATA FROM ANY CAUSE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Client agrees to indemnify, defend and hold Provider and its employees, officers and directors harmless from and against any and all losses, liabilities, damages, payments, settlements, judgments, penalties, fines, expenses, (including attorneys fees), and costs, suits, actions and claims (whether actual, potential, threatened or pending), brought by any person or entity arising from the acts or omissions of Client, its agents, employees or representatives.
No action, regardless of form, arising out of the subject matter of this Agreement may be brought by either party more than one (1) year after the cause of action has occurred, provided however that an action for non-payment may be brought within five (5) years of the date of the last payment.

K. Arbitration.

In the unlikely event that the parties are unable to resolve a complaint or dispute, you agree to first arbitrate all disputes and claims that may arise from your use of our Services before bringing an action to a court of law.

L. Force Majeure

Except for Client’s payment obligation to Provider, neither party shall be liable to the other for any delay or inability to perform its obligations under this Agreement if such delay or inability arises from acts, events, or causes beyond its reasonable control including but not limited to riots, strikes, political unrest, acts of terrorism, government actions, weather related disasters, pandemics or acts of God. In the event of such a delay or inability to perform, the time for performance shall be extended for a period of time at least equal in length of the delay. If a force majeure event occurs and upon mutual agreement between Provider and Client, Provider may assign performance of its responsibilities to a third party.

M. Miscellaneous

Licenses and Permits. Provider and Client agree to obtain and maintain all applicable permits and licenses required to perform the Services contemplated by this Agreement.
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any and all prior oral and written agreements, understandings or quotations regarding the subject matter of this Agreement. No amendment, alteration, modification or cancellation of the provisions of this Agreement shall be binding unless made in writing and signed by both parties. Printed terms and conditions on Client’s purchase orders shall not apply to the Services or Deliverables provided under this Agreement.
Severability. In the event a court of competent jurisdiction finds a provision of this Agreement to be invalid or unenforceable, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect as if the invalid provision had been omitted.
Choice of Law. This Agreement shall be construed and governed in accordance with the laws of the State of Illinois. Any suit or action arising under this Agreement shall be brought in a State or Federal Court in Cook County, Illinois.
Waiver. The failure of either party in one or more instances to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment, to any extent, of the right to assert or rely upon any such terms on any future occasion.
Assignment. Except as otherwise specified herein, this Agreement shall not be assigned by Client without the express prior written consent of the Provider except to a parent or subsidiary, or to a successor by purchase merger or acquisition. No assignment shall relieve the assignor of its obligations under this Agreement. Any assignment not in accordance with these provisions shall be void.
Survival. All obligations under this Agreement which by their nature extend beyond termination will survive termination and remain in effect.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.
Compliance with Law. The parties will comply with applicable laws and regulations.
Notice. All notices, requests, demands or other communications to either party shall be in writing and will be deemed to have been duly given if personally delivered, or if sent by overnight courier or mailed with package tracing capability to CrushContracts, Attention: Chief Legal Officer, 150 N Michigan Ave, Suite 2800 Chicago, IL 60601