Last Updated: September 1, 2020
These Terms of Service ("Terms") govern your use of the services, software and websites (the "Service") provided as www.defcheck.com ("DefCheck"), which is owned and operated by Celant Innovations, LLC ("Celant" or "us"). Our Privacy Policy explains the way we collect and use your information and our Acceptable Use Policy outlines our expectations with respect to your behavior when using the Service. By using the Service you agree to be bound by these Terms, our Privacy Policy and our Acceptable Use Policy. If you're using our Service on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, "you" and "your" refers to that Organization.
Description of Service
The Service is a non-downloadable web application developed and operated by Celant designed to detect certain types of errors in legal documents. It analyzes user uploaded Microsoft Word DOC or DOCX file(s) (together, the "Document") and provides its analysis by way of highlighting the Document and making the highlighted Document available for download to the user, or upon user request, sending such highlighted Document as an email attachment to the user. Specifically, (i) when a defined term is properly used in the document, the term is highlighted throughout in green; (ii) when a defined term is never used in the document, the term is highlighted throughout in red; (iii) when a Capitalized term appears in the document and it neither a defined term nor a generally known capitalized term, then it is highlighted throughout in pink; and (iv) at the user's option, if a lower-cased term might need to be Capitalized because a corresponding Defined Term exists, the term is highlighted throughout in yellow. We reserve the right to refuse to provide the Service for any reason, including for any violations of our Acceptable Use Policy or these Terms as determined by us in good faith.
Your Document
The Service allows you to identify defined-terms related errors in your Document by highlighting certain portions of the Document. You retain ownership of your Document prior to, during, and after the highlighting of the Document or the use of the Service, but by uploading it onto the Service, you are granting us a license to use, copy, process, transmit and host that Document for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.
You represent that you have all right, title, and interest to the Document or materials you upload onto DefCheck or provide to Celant ("Materials"), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You represent and warrant that the Materials you supply do not violate these Terms.
We reserve the right to block Documents from being uploaded onto the Service or transmit highlighted Document to the user that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may damage or create liability for Celant.
Your Obligations
• You must provide accurate information when you create your DefCheck account.
• You are responsible for safeguarding the password and for all activities that occur under your account. You should notify DefCheck or Celant immediately if you become aware of any breach of security or unauthorized use of your account.
• You must comply with our Acceptable Use Policy at all times when using the Service.
• You may never use another user's account without permission.
• You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
• Our Service is not intended for use by persons under the age of 13. By using the Service you are representing to us that you are over the age of 13.
Security
We will use industry standard technical and organizational security measures in connection with the temporary storage, processing and transfer of your Document that are designed to protect the integrity of that Document and to guard against unauthorized or unlawful access to, use of, or processing of such Document.
Termination
You are free to stop using our Service at any time. We also reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or our Acceptable Use Policy or if you are using the Service in a manner that we believe may cause us financial or legal liability.
Payment Terms
The Service has a 14-day trial period for newly registered users. After the initial 14-day trial period, a valid credit card is required for you to use the Service at any time. The pricing with respect to the subscription is provided in the Pricing page. DefCheck or Celant reserves the right to modify the Service and any associated fees with notice at any time; such notice may be provided at any time by posting the changes to DefCheck or the Service itself (behind the login page). All fees applicable to the user are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all applicable taxes or duties.
Celant's Intellectual Property Rights
The Service (excluding Document provided by users) is protected by US Patent No. 10713482 and constitutes Celant's intellectual property, and will remain the exclusive property of Celant and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. We do, however, obtain the user's consent prior to associating any name or identifiable information to any specific testimonial.
Copyright
Celant respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to us at legal@celant.com.
Modifications to the Service
The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your remedy is to terminate your use of the Service.
Indemnification
You agree to defend, indemnify and hold harmless Celant and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from your use of and access to the Service, or from or in connection with any Document uploaded onto the Service through your account by a third party using your account.
No Warranty
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DEFCHECK OR CELANT IS NOT RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DEFCHECK, CELANT, THEIR AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT DEFCHECK OR CELANT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. DEFCHECK AND CELANT'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO DEFCHECK OR CELANT IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE NINETY (90) DAY PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.
Dispute Resolution
Informal Efforts - You agree that prior to filing any claim against DefCheck or Celant relating to or arising out of these Terms you will first contact us at legal@celant.com to provide us with an effort to resolve the issue in an informal manner.
Arbitration - If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association.
No Class Actions - ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.
Judicial Forum - In the event that the agreement to arbitrate is found not to apply to your claim, then you and Celant agree that any judicial proceedings will be brought in the federal or state courts in New York, NY and both parties consent to venue and personal jurisdiction thereunder.
Governing Law
These Terms will be governed by the laws of the State of New York, without regard to its conflict of laws principles.
Data Transfer
In connection with providing you the Service, DefCheck and Celant may transfer, store (temporarily) and process your Document in the U.S. or in any other country in which DefCheck or Celant or its agents maintain facilities or servers. By using the Service you consent to this transfer, processing and storage (temporarily) of your Document.
Entire Agreement; Severability; Waiver
These Terms constitute the entire agreement between you and Celant concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. Celant's failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.
Assignment
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
Notices
We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email.
For questions about these or any Celant terms or policies, email us at legal@celant.com.
Acceptable Use Policy
Last Updated: May 1, 2017
All users of the Service are expected to comply with this Acceptable Use Policy. Failure to do so may result in suspension or termination of your account. If you have agreed to Terms of Service on behalf of your organization, then this Acceptable Use Policy will apply to all users of the Service under your account (the "End Users").
No Misuse of the Service. You agree not to misuse the Service. For example, you may not:
• use the Service for any unlawful purpose or for promotion of illegal activities;
• use the Service in violation of the terms of this Acceptable Use Policy or the Terms of Service;
• copy, modify, create a derivative work from, reverse engineer or reverse assemble the Service, or otherwise attempt to discover any source code, or allow any third party to do so;
• sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Service in any way;
• use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Service in a manner that sends more request messages to the DefCheck servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
• interfere with any other party's use and enjoyment of the Service;
• mirror or frame the Service or any part of it on any other web site or web page;
• publish or link to or from malicious content intended to damage or disrupt another user's browser or computer;
• access, tamper with, or use non-public areas of the Service, DefCheck's or Celant's computer systems, or the technical delivery systems of DefCheck's or Celant's providers;
• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure or attempt to gain unauthorized access to the Service;
• access or search the Services by any means other than DefCheck's publicly supported interfaces (for example, "scraping");
• forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
• interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting (including by use of macros) the creation of Document in such a manner as to interfere with or create an undue burden on the Service; or
• promote or advertise products or services without written authorization from Celant.
Document Standards. You may not upload any Document on the Service that:
• violates of any applicable law, any intellectual property rights, or anyone's right of privacy or publicity;
• may create a risk of harm, loss, or physical or mental injury to any other person or the risk of loss or damage to any property; or
• contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
For questions about these or any DefCheck or Celant's terms or policies, email us at legal@celant.com.
Last Updated: May 1, 2017
This Privacy Policy describes DefCheck's and Celant's practices regarding the collection, use and disclosure of the information we collect from and about you when you use DefCheck's web-based applications (the "Service"). We take our obligations regarding your privacy seriously and have made every effort to draft this Privacy Policy in a manner that is clear and easy for you to understand. By accessing or using the Service, you agree to this Privacy Policy, our Terms of Service, and our Acceptable Use Policy.
Our Collection and Use of Information
Information You Provide to Us
We collect personal information, such as your name and email address, when you register for an account on the Service. Your user name, email address and any other profile information that you elect to associate with your account is referred to herein as your "Profile Information."
If you are a paying user of our Service, we will utilize a third party credit card payment processing company to collect payment information, including your credit card number, billing address or phone number. We will share this payment information with the third party processing company as detailed below in "How We Share Your Information: With Trusted Service Providers and Business Partners." We do not store your payment information on our servers, other than the type of the credit card and the last four digits of the credit card, in each case, solely for invoicing, transaction identification or payment resolution purposes.
We may use your email address to send you Service-related notices (including any notices required by law, in lieu of communication by postal mail). Even if you are not a registered user of our Service, if you email us we may retain a record of such email communication, including your email address, the content of your email, and our response.
Your Document
Your use of the Service will involve you uploading your Document onto the Service. DefCheck and Celant do not maintain ability for its directors, officers, employees or agents to view your Document and as such, you must therefore provide your Document through separate channels (such as email) in order to resolve a support request from you. You agree to assume any and all responsibility with respect to any damage or liability arising from communication relating to such support requests. In addition, you acknowledge that information transferred by email may be less secure because they may not be encrypted.
In the future, DefCheck or Celant may implement features or policies to view your Document only as necessary (i) to maintain, provide and improve the Service; (ii) to resolve a support request from you; (iii) as reasonably necessary to allow DefCheck or Celant to comply with or avoid the violation of applicable law or regulation; or (iv) to comply with a valid legal subpoena or request.
We may also analyze the Service usage in the aggregate and on an anonymized basis, in order to better understand the manner in which our Service is being used.
Information We Collect Automatically
We may use technologies like cookies and pixel tags to provide, monitor, analyze, promote and improve the Service. For example, a cookie is used to remember your user name when you return to the Service and to improve our understanding of how you interact with the Service. You can block cookies on your web browser; however please be aware that some features of the Service may not function properly if the ability to accept cookies is disabled.
Log Files
When you use the Service, our servers automatically record certain information in server logs. These server logs may include information such as your web request, Internet Protocol (i.e. "IP") address, browser type, referring / exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages, pages viewed, and other such information. Log files help us to monitor, analyze, improve and maintain the Service and to diagnose and fix any Service-related issues.
Location Information
We may collect and process information about the location of the device from which you are accessing the Service. Location data may convey information about how you browse the Service and may be used in conjunction with personally identifiable information.
How We Share Your Information
We may share the information we collect from you with third parties as detailed below. We do not share information to third-party marketers.
With Trusted Service Providers and Business Partners.
We may utilize trusted third party service providers to assist us in delivering our Service. For example, we may use third parties to help host our Service, send out email updates, or process payments. These service providers may have access to your information for the limited purpose of providing the service we have contracted with them to provide. They are required to have a privacy policy and security standards in place that are at least as protective of your information as this Privacy Policy. We may also store personal information in locations outside the direct control of Celant (for instance, on servers or databases co-located with hosting providers).
With Law Enforcement or In Order to Protect Our Rights.
We may disclose your information (including your personally identifiable information) if required to do so by law or subpoena. We may also disclose your information to our legal counsel, governmental authorities or law enforcement if we believe that it is reasonably necessary to do so in order to comply with a law or regulation; to protect the safety of any person; to address fraud, security or technical issues; or to protect Celant's rights or property.
In an Aggregate and Non-Personally Identifiable Manner.
We may disclose aggregate non-personally identifiable information (such as aggregate and anonymous usage data, platform types, etc.) about the overall use of our Service publicly or with interested third parties to help them understand, or to help us improve, the Service.
In Connection With a Sale or Change of Control. If the ownership of all or substantially all of our business changes, we may transfer your information to the new owner so that the Service can continue to operate. In such case, your information would remain subject to the promises and commitments contained in this Privacy Policy until such time as this Privacy Policy is updated or amended by the acquiring party upon notice to you.
How We Protect Your Information
The security of your information is important to us. When you enter sensitive information (such as a credit card number or the Document) as part of our service, we encrypt the transmission of that information using industry-standard encryption.
Celant uses commercially reasonable and industry-standard safeguards to preserve the integrity and security of your information.
If you have any questions about security on our Service, you can contact us at legal@celant.com
Risks Inherent in Sharing Information
Please be aware that no security measures are perfect or impenetrable. We cannot control the actions of other users with whom you share your Document and we are not responsible for third party circumvention of any security measures on the Service.
International Data Transfer
We may transfer information that we collect about you, including personally identifiable information, to affiliated entities, or to other third parties (as provided herein above) across borders and from your country or jurisdiction to other countries or jurisdictions around the world. If you are located in the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring information, including personal information, to a country and jurisdiction that does not have the same data protection laws as your jurisdiction, and you consent to the transfer of information to the U.S. and the use and disclosure of information about you, including personal information, as described in this Privacy Policy.
Links to Other Web Sites
We are not responsible for the practices employed by websites linked to or from within the Service, nor the information or content contained therein. Please remember that when you use a link to go from the Service to another website, our Privacy Policy is no longer in effect and your activities on that third party website is subject to such third party website's own rules and policies.
Changes to Our Privacy Policy
If we change our Privacy Policy, we will post those changes on this page to keep you aware of what information we collect, how we use it and under what circumstances we may disclose it. Changes to this Privacy Policy are effective when they are posted on this page.
Contact Us
For questions about these or any Celant terms or policies, email us at legal@celant.com.