Common Paper Product Terms of Service

Last Updated: July 11, 2022

If you signed a separate Cover Page to access the Common Paper Cloud Service with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

This Agreement is between Common Paper, Inc. and the company or person accessing or using the Cloud Service. This Agreement consists of: (1) the Order Form and (2) the Key Terms, both of which are on the Cover Page below, and (3) the Common Paper Cloud Service Standard Terms Version 1.0 (“Standard Terms”). Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

If you are accessing or using the Cloud Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

Cover Page

Order Form

Cloud Service: The structured contract platform made available by Common Paper, Inc., which includes its web-hosted application, its application program interfaces, its software development kits, and the forms and documents made available through these services.

Subscription Start Date: The Effective Date

Subscription Period: One month

Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period.

Use Limitations: Generating contracts for use in the ordinary course of business. In addition, the amount of completed agreements per Subscription Period are limited based on Customer’s Product tier as outlined on Provider’s pricing page.

Fees: Section 5.2 of the Standard Terms is replaced with: Certain parts of the Product have different pricing plans, which are available at Provider’s pricing page. Within the Payment Period, Customer will pay Provider fees based on the Product tier selected at the time of account creation and Customer’s usage per Subscription Period. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period.

Payment Period: 5 days from the last day of the Subscription Period.

Invoice Period: Modifying the third sentence of Section 5.1 of the Standard Terms, invoices are available upon request.

Key Terms

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement will mean that company.

Provider: Common Paper, Inc.

Effective Date: The date Customer first accepts this Agreement.

Covered Claims:

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party’s intellectual property or other proprietary rights; and (2) arising from or relating to Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

General Cap Amount: $5,000.00

Increased Cap Amount: $10,000.00

Increased Claims: A breach of Section 4 (Privacy and Security) and an Indemnifying Party’s indemnification obligations.

Unlimited Claims: A breach of Section 12 (Confidentiality) resulting from gross negligence or willful misconduct (however, excluding any data or security breaches).

Governing Law: The laws of California.

Chosen Courts: The courts (whether state, federal, or otherwise) located in San Francisco, California.

Notice Address:

For Provider: notices@commonpaper.com

For Customer: The main email address for Customer’s account

Changes to the Standard Terms

Publicity Rights: Modifying Section 14.7 of the Standard Terms, Provider may identify Customer and use Customer’s logo and trademarks on Provider’s website and in marketing materials to identify Customer as a user of the Cloud Service. Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any Customer-approved marketing, promotion, or advertising of Provider or the Cloud Service during the length of the Agreement.

Customer Content: Modifying Section 6.4(b) of the Standard Terms, Provider may continue to store and display Customer Content that is included in agreements that have been accepted and signed by another person or company.

Privacy Policy: The Privacy Policy available at https://commonpaper.com/privacy-policy/ describes how Provider handles personal information collected through the Product.

Agreement Updates: The Standard Terms will never change. However, modifying Section 14.2 of the Standard Terms, Provider may update the Cover Page by posting a new version on Provider’s website. Provider will attempt to inform Customer of the updates through the Product or by email.

Not Legal Services: Provider is not a law firm and does not provide legal advice or legal services. The use of the Product does not create an attorney-client relationship between Customer and Provider.

The law changes continually, including changes that may not yet be reflected in the available forms or other information provided with the Product. Customer is responsible for confirming the accuracy, suitability and validity of the forms it uses and any modifications made, and whether and how to use these forms in a particular jurisdiction and/or transaction.

Provider does not provide legal advice about the suitability or enforceability of its forms for particular circumstances, customers, or users. Customer should seek legal advice on these issues and to determine whether and how to use and modify these forms for any particular jurisdiction and/or transaction. The forms provided by Provider are not customized for any particular client, transaction, or geographic area, and are not a substitute for a lawyer.