Mdlcntrcts – Terms of use

Welcome to Mdlcntrcts, a service provided by Weagree B.V. (Mdlcntrcts, or weour or us).

What Mdlcntrcts does. The website mdlcntrcts.com and the embedded software applications and functionality (the Website) is a hosting service. As a registered user, you may upload your model contracts, model contract clauses, legal forms, corporate housekeeping-related (legal) templates, model-contracts-related data or information, and contract checklists (Model Contracts), and you may initiate discussions, ask questions, address best practices, and answer them or comment on them, in each case in relation to contract drafting, cross-border contracting, contractual transactions or (contract) law (Contracts Content), and all will be stored by Mdlcntrcts.

What you may do, and must not do. The term free, wherever it is used on the Website or in our Community Guidelines, means that you don’t have to pay for a Model Contract or Contracts Content. You may Use Model Contracts only for Non-Commercial purposes. None of the Uploaders finds it convenient if you commercialise their work to earn money with it, whether in its original form or translated into another language.

Open source. Consistent with the above open-source principles:

  1. if you’re working (as an employee or freelancer) within an organisation, you may Use a Model Contract for that organisation’s own business transactions and own internal legal affairs; and
  2. if you’re an independent legal professional or service provider, you may Use a Model Contract for your client or customer only on the basis of ‘the Model Contract is free of charge, and only your time strictly related to your Tailoring for a specific transaction may be paid’.

In other cases, including if your business (wholly or partly) consists of the offering of model contracts or other legal documents, you’re not entitled to use any Model Contract in your offering, unless your offering is entirely for Non-Commercial purposes. Note that we ascribe contracts-specific meanings to the terms Use, Non-Commercial and Tailoring below – they prevail over this summary.

Example of commercial use. For example, you may not make a Model Contract available to others, if the nature of your service (to which the use of the Model Contract directly or indirectly pertains) is a commercial sale, resale, transmission or distribution of legal content, or the acting as a platform or intermediary with a view to subsequently provide or facilitate any (paid or subscribed) legal services. This applies also to automated questionnaires linked to, and model contracts based on, a Model Contract.

These Terms of Use. These Terms of Use govern your use of the Website, any related services provided by Mdlcntrcts (the Services, collectively with the Website, the Platform) and all uploaded Model Contracts, posted Contracts Content, and any related data. These Terms of Use, together with our Community Guidelines, Privacy Policy and any other terms and conditions referred to in any of them, constitute an agreement between you and Mdlcntrcts (our Agreement). Furthermore, these Terms of Use govern your uploading, accessing, downloading, Tailoring and Use of any Model Contract, your posting and usage of Contracts Content, as well as your and our rights and obligations vis-à-vis other registered users.

Enjoy, share and benefit! Despite the somewhat restrictive wording: we hope you’ll share a good model contract, a useful model contract clause, a contracts checklist or other legal template en above all: ENJOY.

A few provisions of these Terms of Use are particularly important to summarise:

For legal professionals. The Platform is developed for legal professionals. If you’re consumer or private individual, you may not use the Platform, and any use of any Model Contract or Contracts Content is at your own risk. Despite any download of a Model Contract, in relation to such document, you must seek professional legal advice by a qualified legal adviser, and you may not seek such advice on the Platform. See article 7 (Not for consumers or non-lawyers).

Your registration. Upon your registration via the Website, we establish a relationship and you accept these Terms of Use (as may be amended from time to time) in accordance with articles 11 (Your membership of Mdlcntrcts) and 12 (Acceptance of these Terms of Use and modifications).

For Uploaders: upon uploading a Model Contract, you:

  1. agree that the model contract becomes Non-Commercial ‘open source’ and the person using the Model Contract will be free to use it in their own ordinary course of business (as long as your model contract will not be commercialised), as specified in articles 1 (Your Model Contracts and your content) and 2 (Rights and licences granted by Uploaders); and
  2. represent and warrant that the Model Contract is not a copy and does not infringe the rights of third parties, as specified in article 3 (Representations, warranties and disclaimers by Uploaders); and
  3. waive your attribution right to be mentioned as the author of a Model Contract in the text of any resulting contract (other than in the document properties of a Model Contract, as you inserted it), in section 2.3.

For Downloaders: upon downloading a Model Contract, you:

  1. accept that you cannot rely on the Model Contract as a ‘legal advice’, see article 7 (Not for consumers or non-lawyers); and
  2. accept the disclaimers and extensive exclusion of all liability (by the Uploader and us) in relation to your Use of the Uploader’s Model Contract, in Chapter V (articles 15 (Disclaimers by Uploaders), 16 (Limitation of the Uploader’s liability), 17 (Disclaimer by Mdlcntrcts) and 18 (Limitation of our liability)); and
  3. shall not sell or distribute any Model Contract (or a modified or translated version of a Model Contract) and you shall not otherwise Use it for any ‘commercial’ purpose, see article 5 (Limited licence to Use Model Contracts).

You must agree. Please read these Terms of Use, our Privacy Policy and our Community Guidelines carefully. Your access to and use of the Website constitutes your agreement to these Terms of Use, as expressed in article 11 (Your membership of Mdlcntrcts). If you do not agree to any of the provisions, you should not use the Website or the Services, and not Use any Model Contract.

We might terminate. If the Platform is not economically feasible, we may shut down the Website altogether and terminate the Services, and of course, we will continue to respect your rights and it will not terminate your rights vis-à-vis Downloaders and obligations vis-à-vis Uploaders – see section 14.6.

Applicable law and jurisdiction. These Terms of Use and our Agreement are subject to the laws of the Netherlands. Any disputes arising in connection with your use the Platform or our Agreement must exclusively be subjected to the courts in Amsterdam, the Netherlands – see sections 22.3 and 22.4.

Important defined terms (definitions)

A few terms are defined and attributed a specific meaning; in these Terms of Use:

Use” means, in relation to any Model Contract (other than Your Model Contract), your Tailoring of the Model Contract:

(a)      for a particular transaction, legal relationship or legal certification as reflected by the Model Contract, including the use and modification by any person involved in the transaction or legal relationship (single-transaction use); or

(b)      as a model contract for transactions, legal relationships or legal certifications involving your own business, including the use and modification by any person involved in or engaged by your own business, for the use described under (a) (repeated use),

so, for the avoidance of doubt:

(i)      if the Model Contract is translated, regardless of whether provisions are added, modified or deleted in the translation, for the use of such translation described under (a) and (b). In other words, a translation of content (even though modified or extended) does not as such permit a more extensive use of such translation than defined as “Use”; and

(ii)      if you are an independent legal professional, a law firm, legal service provider or facilitator of legal services, and your Tailoring is not for single-transaction use (as described under (a)) or repeated use (as described under (b)) of a particular client or customer, you may not use a Model Contract as part of a service to clients or customers. In other words, uploading the Uploader’s content to the Platform does not entitle you to (also) make that content available in your services or on your platform.

Tailoring” means, in relation to a Model Contract, the tailoring (inserting, reformulating or deleting of certain provisions and inserting data and other information) or the (linguistic) translation for (i) a specific transaction or legal relationship, or (ii) use as a model contract specific for a certain business; and “Tailoringexcludes any automation of a Model Contract (or a modified or translated version of a Model Contract) as part of a service (offered to the public, to a restricted group of subscribers, clients or customers, or to persons outside your own organisation), unless all of the Model Contract, such automation and all tailoring service related to it are Non-Commercial.

Non-Commercial” means not intended for or directed towards commercial advantage or monetary compensation, which includes, in relation to a service (or an offering that includes an option to procure services), that no part of the service, offering or so procured services is subject to monetary compensation, subscription or other commercial advantage; and Non-Commercial excludes use of any part of a Model Contract in a model contract or document intended to be sold or otherwise commercialised, and excludes use of any part of a Model Contract in document automation software offered to third persons if the third person will by the availability of the document automation service become (wholly or partly) dependent on the continuation of its otherwise commercial relationship with the provider of that service.

No-Attribution” means that in the text of a contract or other legal document (including in headers, footers or cover page) based on a Model Contract (or part of a Model Contract) no mention or reference is required to be made to the original author of the Model Contract, except that any author’s name or reference in the ‘document properties’ of the Model Contract may not be removed.

Model Contract” has the meaning ascribed to it in the introductory paragraphs of these Terms of Use.

Contracts Content” has the meaning ascribed to it in the introductory paragraphs of these Terms of Use.

Downloader” means any user who downloads or downloaded a Model Contract from the Platform.

Uploader” means any registered user who uploads or uploaded a Model Contract to the Platform.

Chapter I.     Provisions for Uploaders

1.      Your Model Contracts and Your Content

1.1     What is yours remains yours. All Model Contracts that you upload, store, submit, exchange or make available to or via the Platform (Your Model Contracts) and all Contracts Content and other content, data or information that you post, store, submit, exchange or make available to or via the Platform (Your Content) is generated, owned and controlled solely by you, and not by Mdlcntrcts.

1.2     Your responsibility. Mdlcntrcts does not claim any ownership rights in Your Model Contracts or Your Content, and you hereby expressly agree that Your Model Contracts and Your Content remain your sole responsibility.

1.3     You may not infringe IPR. Without prejudice to article 8 (Your use of the Platform), you must not upload, store, distribute, send, make available or otherwise communicate to the public any Model Contracts or any Content in or of which you do not hold all the necessary rights.

Any unauthorized use of copyright protected work within Your Model Contracts (including by way of reproduction, translation, distribution, modification, public display, preparation of derivative works, making available or otherwise communicating to the public via the Platform), independent of whether it is or becomes unauthorised at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in article 14 (Termination of or relationship), and may also result in litigation or criminal prosecution by or on behalf of the relevant holder of the rights.

2.     Rights and licences granted by Uploaders

2.1     Licence under Model Contracts. By uploading Your Model Contracts to the Platform, you grant a limited, worldwide, non-exclusive, royalty-free, fully paid-up, licence to other users of the Platform, to Use Your Model Contracts from time to time, in each case on a Non-Commercial basis only, in accordance with section 5.1.

2.2     Licence scope and restrictions. For the avoidance of doubt, any more extensive scope of use of the Model Contract (for example, outside the scope of the terms “Non-Commercial”, “to Tailor” or “Use” as defined in the lead-in to these Terms of Use (immediately preceding article 1)) is only licensed to the extent that you expressly stipulated so in that Model Contract (and under the conditions that you stipulate in relation to such more extensive scope of use).

The licences you will grant:

(a)      are separate in respect of each of Your Model Contracts that you upload to the Platform;

(b)      are perpetual and irrevocable, and will continue notwithstanding any termination of your account or our Agreement;

(c)      may not be more restrictive than provided in this article 2, except that you may (i) include warnings regarding certain types of contracting parties or usage, (ii) repeat, extend or further specify any disclaimers and limitations of liability (compared to those of article 15 (Disclaimers by Uploaders) and 16 (Limitation of the Uploader’s liability)), and (iii) clarify, further restrict or expand the scope of Non-Commercial use; and

(d)      exclude any rights in respect of any proprietary name, logo, trademark or service mark embedded or inserted in a Model Contract, but embedding or including them is at your own risk (of another user being inadvertent, incapable or unable to remove them before Using the Model Contract).

2.3     No-Attribution. You accept the principle of No-Attribution and waive your right to claim any moral rights to be mentioned in or upon Use (in a certain transaction or as a model contract for the Downloader of the Model Contract.

Moral rights, publicity, privacy or other personality rights are not licensed under these Terms of Use; however, to the extent possible, as an Uploader, you agree not to assert, and you waive, any such rights to the limited extent necessary to allow others to Use the Model Contract, but not otherwise.

2.4     Title, IP ownership. Your Model Contracts remain the property of the Uploader. If you repost another user’s Model Contracts, or include another user’s Model Contract in Your Model Contract, you acquire no ownership or intellectual property or other rights whatsoever in that Model Contract. Subject to the rights expressly granted in this section, all rights in Model Contracts are reserved to the relevant Uploader.

2.5     No obligation on us to enforce. By uploading Your Model Contact to the Platform, you agree that we are not obliged and cannot be required to enforce the due observation of the licences you grant in respect of that Model Contract pursuant to these Terms of Use.

2.6     (Non-)removal of Model Contracts. Removal of Model Contracts from your account will automatically result in the deletion of the relevant files from Mdlcntrcts’ systems and servers. However, you hereby agree that once Your Model Contracts is distributed to another user or their colleagues, Mdlcntrcts is not obliged to ensure the deletion of Your Model Contracts from any of their storage media, servers or systems, or to require that any user of the Platform deletes any item of Your Model Contracts.

2.7       Licence to operate the Platform. By uploading Your Model Contracts or posting Contracts Content to the Platform, to the extent necessary for us to provide hosting services, to undertake any of our tasks referred to in these Terms of Use, including any advertising or other promotion on our Platform and in our other communications, and to enable your use of the Platform and offering to other users of the Platform, you hereby grant us the right to provide such hosting services, the Services, perform those tasks on a worldwide, non-exclusive, royalty-free and fully paid-up basis.

3.      Representations, warranties and disclaimers by Uploaders

3.1     Representations and warranties. You hereby and upon every upload of a Model Contract or post of Contracts Content, as the case may be, represent and warrant as follows:

(a)      Your Model Contract or Your Content, as the case may be, is an original work created by you, or you have obtained all rights, licences and permissions necessary in order to:

(i)      grant the licences under sections 2.1, 2.2 and 5.1;

(ii)     upload and store it on the Platform at all times, and (if and where relevant); and

(iii)    authorise Mdlcntrcts to store on, distribute, share, make available, permit downloading and otherwise communicate to other registered users Your Model Contracts, and every part thereof through the Platform and the Services;

(b)      Your Model Contract and its availability on the Platform does not (and will not by virtue of the lapse of time) infringe or violate the rights of any third party, including any intellectual property rights, rights of privacy or publicity, or rights in confidential information, trade secrets or inside information;

(c)      Your Model Contract does not contain unlawful, abusive, defamatory content, and does not promote or incite violence, terrorism, illegal acts or hatred;

(d)      Your Model Contract does not contain viruses, worms, macro’s or other malicious or harmful components; and

(e)      Your Model Contracts does not and will not (by the lapse of time, a cessation of your entitlement or otherwise) create any liability on the part of Mdlcntrcts, its affiliates, assignees, its or their employees, contractors, representatives, directors or shareholders.

These representations and warranties are without prejudice to our right under section 11.4 and articles 4 (Blocking and removal of content), 14 (Termination of our relationship) and 19 (Indemnification) or to invoke any other remedies.

3.2     Disclaimers. Upon uploading each of Your Model Contracts or posting a Contracts Content, you are deemed to:

(a)      make such Model Contracts available on the Platform ‘AS IS’ and ‘WITH ALL FAULTS’:

(i)      without regard to any particularities as may (or may not) apply in a Downloader’s or other user’s specific context, business, transaction or relationship, its (or his or her) legal status or experience, or location of establishment, whether under the applicable law (as designated in your Model Contract) or any other law;

(ii)     that the Model Contract may fail to address any desirable further detailing or any specification, limitation or qualification of rights, obligations, remedies, covenants, prohibitions, conditions, warranties or other provisions, or be inadequate, incorrect, overly specific or unnecessarily detailed in any such respect; and

(iii)    without any obligation to update the Model Contract for any changes in laws or regulations (whether under the applicable law as designated in your Model Contract or any other law), or for any developed best practices or other standards, in each case as referred to in or commonly stipulated in the transaction or relationship contemplated in the Model Contract;

(b)      not to have included trade secrets or ‘inside information’ (as such term may be defined in any securities law or regulation) in the Model Contract;

(c)      to your knowledge, not to have included a contract clause or provision in the Model Contract which, when agreed between parties, as such, generally violates or breaches the applicable law as designated in your Model Contract or regulations pursuant to that law, as at the time of uploading, or is otherwise illegal or unlawful; and

(d)       disclaim all warranties, including any express or implied warranties regarding merchantability or fitness for a particular purpose, to the fullest extent permitted by law.

4.      Blocking and removal of content

4.1     Our right to remove content. Notwithstanding the fact that Mdlcntrcts has no obligation to monitor the content on the Platform, Mdlcntrcts reserves the right to block, remove or delete any content (including any Model Contracts and Contracts Content) at any time, and to limit or restrict access to any such content, for any reason and without liability, including if we believe that such content might infringe any third-party rights, is not a Model Contract or Contracts Content, has been uploaded or posted in breach of these Terms of Use, our Community Guidelines or applicable law, or is otherwise unacceptable to Mdlcntrcts.

4.2       (Access to) removed Model Contracts or Contracts Content. Individual Uploaders control the Model Contracts that they upload and store and the Contracts Content that they post on the Platform from time to time, and may remove any Model Contracts and Contracts Content without notice. You have no right of continued access to any such removed content, and Mdlcntrcts is not liable if you are unable to access such content due to its removal from the Platform, whether by Mdlcntrcts or the relevant Uploader.

Chapter II.    Provisions for Downloaders

5.      Limited licence to Use Model Contracts

5.1     Licence under Model Contracts. By downloading a Model Contract as a registered user of the Platform, you are granted a limited, worldwide, non-exclusive, royalty-free, fully paid-up, licence to Use the Model Contracts on a Non-Commercial basis only, subject to this article 5.

You do not have to comply with this article 5 for (parts of the) Model Contracts which are in the public domain and not covered by intellectual property law, or where your use is otherwise permitted by an applicable exception or limitation.

5.2     Licence scope and restrictions. The licences granted to you pursuant to this article 5 and all related limitations and restrictions:

(a)      also apply to any translation of the Model Contract, whether translated by you or a third person;

(b)      extend (without restriction or modification) to model contracts, model clauses and forms created by using a Model Contract;

(c)      are conditional on your continued compliance with these Terms of Use at all times (including after termination of your account or our Agreement);

(d)      are separate in respect of each Model Contract that you download from the Platform;

(e)      are perpetual, and will continue notwithstanding any termination of your account or our Agreement; and

(f)       exclude any rights in respect of any proprietary name, logo, trademark or service mark embedded in a Model Contract.

5.3     Subsequent use. In relation to the use of a Model Contract (other than Your Model Contract) by you or your own organisation, you undertake with the Uploader:

(a)      not to permit or facilitate others to do anything that these Terms of Use prohibit;

(b)      to make reasonable endeavours to prevent use of the Model Contract other than permitted by this article 5; and

(c)      not to impose terms or conditions that legally restrict any other person Using the Model Contract from doing anything these Terms of Use (as supplemented by express terms and conditions in the relevant Model Contract, if any) expressly permit.

5.4     No-Assignment. You may give attribution to the author of the Model Contract or Uploader in any reasonable manner, but not in any way that suggests the author of the Model Contract or the Uploader endorses you or your use, or in any way represents or warrants that the Model Contracts is legally valid, enforceable, adequate or complete for any purposes.

5.5     Definitions. In these Terms of Use, the terms Non-Commercial, Use and No-Assignment have the respective meaning ascribed to it in the lead-in paragraphs of these Terms of Use.

5.6     Title, IP ownership. Any Model Contract other than Your Model Contracts is the property of the relevant Uploader, and is or may be subject to copyright or other intellectual property rights.

Model Contracts may not be downloaded, reproduced, distributed, republished, sold, licensed, made available or otherwise communicated to the public or to others not specifically permitted pursuant to this article 5 or exploited for any purposes, except via the features of the Platform from time to time or with the express prior written consent of the Uploader.

Where you repost another user’s Model Contracts, or include another user’s Model Contract in Your Model Contract, you acquire no ownership or intellectual property or other rights whatsoever in that Model Contract. Subject to the rights expressly granted in this section, all rights in Model Contracts are reserved to the relevant Uploader.

5.7     General disclaimer. Upon downloading a Model Contract or when using any Contracts Content, you agree that regarding its scope and content, it is available at all times subject to a disclaimer of all warranties, express and implied, regarding its merchantability or fitness for a particular purpose. The Model Contract may not even be fit for a general purpose (in your case or any jurisdiction).

5.8     Specific disclaimers. Upon downloading a Model Contract, you agree to the general and specific disclaimers in article 15 (Disclaimers by Uploaders).

6.      Notification of IP infringements

6.1     Copyright infringement notices. If you discover any content on the Platform that you believe infringes your copyright, consider contacting the alleged infringer first. If your attempts fail or if you fail to find appropriate contact details, please send us your written notification, and provide us with the following information:

(a)      a statement that you have identified one or more Model Contracts on Mdlcntrcts that infringe your copyright or the copyright of a third party on whose behalf you are entitled to act;

(b)      identification or a description of the copyrighted (model) contract, template or other works that you claim have been infringed, if you wish, by attaching a copy of it;

(c)      identification of the Model Contracts that you claim is infringing and the Mdlcntrcts URLs where such Model Contracts can be located;

(d)      your full name, address and telephone number, a valid e-mail address on which you can be contacted, and, if you have one, your Mdlcntrcts user name;

(e)      a statement by you that you have a good faith belief that the disputed use of the Model Contract (or Contracts Content) is not authorised by the copyright owner, a representative (or ‘agent’) of it or the law; and

(f)       a statement by you that the information in your notice is accurate and that you are authorised to act on behalf of the owner of the exclusive right that is allegedly infringed.

If you wish that your notice is considered as the notice referred to in the U.S. Digital Millennium Copyright Act 17 U.S.C. § 512(c), please also:

(g)      confirm in respect of your statements that you are authorised to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and

(h)      attach your electronic or physical signature (which may be a scanned copy) reasonably adequate for us to certify your identity and authorisation.

6.2     Our address for notices. You should send us your notice by e-mail to info @ weagree.com or by mail to the following address:

Mdlcntrcts
c/o Gedempt Hamerkanaal 149
1021 KP Amsterdam
The Netherlands

6.3       Other infringed rights. sections 6.1 and 6.2 apply to (infringement of) copyright only. If you discover any Model Contracts that you believe to be in violation of your trademark rights, please report this to us by e-mail at info @ weagree.com. In all other cases, if you discover Model Contracts that infringes or violates any of your other rights, or which you believe is inappropriate or otherwise violates these Terms of Use, our Community Guidelines or applicable law, please report this to us at info @ weagree.com.

Chapter III.   Using the Platform

7.      Not for consumers or non-lawyers

No Model Contract or Contracts Content may be considered to constitute ‘legal advice’. If you are a consumer or private individual, or if you are not a qualified legal professional, you must note that:

(a)      the Platform is not designed for you, except for your education or qualification as a legal professional;

(b)      you should not only use the Platform with extraordinary care; all use of any Model Contract or Contracts Content is at your own risk;

(c)      if you downloaded any Model Contract, (i) you may not rely on it as ‘legal advice’, and (ii) you must seek professional legal advice by a qualified legal adviser in relation to such document (and the Platform is not the marketplace to seek such advice);

(d)      the community platform (‘discussion forum’) of the Website is not open for addressing your particular case or legal issue, whether by way of raising its particular legal aspects or with a view to get reliable feedback from a legal professional;

(e)        you should not rely on any advice, opinion or point of view made by another user on the community platform (‘discussion forum’) of the Website.

8.      Your use of the Platform

8.1     Platform-use licence. Subject to your strict compliance with these Terms of Use (which you must accept pursuant to article 12 (Acceptance of these Terms of Use and modifications)) and our Community Guidelines at all times, Mdlcntrcts hereby grants you a personal, non-exclusive, non-transferable and revocable right to use the Platform.

8.2     Use of the Platform. If you register as user of the Platform, and subject to your strict compliance with these Terms of Use and our Community Guidelines at all times, Mdlcntrcts grants you a personal, non-exclusive, non-transferable and revocable right to:

(a)      upload or submit Model Contracts to the Platform and keep such Model Contracts available on the Platform in accordance with Chapter I (Provisions for Uploaders);

(b)      download and Use a Model Contract (other than Your Model Contracts) only for Non-Commercial purposes in accordance with Chapter II (Provisions for Downloaders);

(c)      participate on the community platform (‘discussion forum’) of the Website by contributing Contracts Content and communicate with other participants strictly in accordance with these Terms of Use and our Community Guidelines; and

(d)      use Services provided as part of the Platform strictly as permitted in accordance with these Terms of Use.

8.3       Surveys and feedback. We may, from time to time, invite you to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and we will have the right (and not an obligation), to use such feedback without restrictions.

9.      Restrictions on using the Platform

The licences granted to you in article 5 (Limited licence to Use Model Contracts) and section 8.1 are conditional on your strict compliance with these Terms of Use and our Community Guidelines at all times, including the following. You must:

(a)      not adapt, copy, republish, make available or otherwise communicate to the public, display, transfer, share, distribute or otherwise use or exploit any Model Contracts on or from the Platform at any time, except (i) where such Model Contract is Your Model Contract, or (ii) as is unequivocally permitted under these Terms of Use or such Model Contract.

(b)      not use the Platform to upload, post, store, copy, distribute, promote, make available or otherwise communicate:

(i)      any Model Contract or Contracts Content that violates, plagiarizes, misappropriates or infringes the rights of a third party (including copyright and trademarks); or

(ii)     any confidential information, trade secrets, inside information or personal data;

(iii)    documents which are not a Model Contract or Contracts Content (including contracts tailored for a specific transaction, whether uploaded with a view to soliciting support in negotiations or seeking advice on responding to it) – note that we may remove such documents without notice;

(iv)     any information, Model Contract or Contracts Content that as such violates or breaches any law or regulation, or is otherwise is illegal or unlawful in our reasonable opinion (except that we will not be obliged to assess whether or contractual provisions included in a Model Contract, when agreed between parties, constitute a violation of competition law or any other law or regulation);

(v)      any Model Contract that is abusive, that promotes or incites illegal acts, or is otherwise objectionable in our reasonable discretion;

(vi)     any information, Model Contract or Contracts Content that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm or other harmful or malicious component, which might overburden, impair or disrupt the Platform or its servers or networks, or which might restrict or inhibit any other user’s use and enjoyment of the Platform or such Model Contract; or

(vii)    any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

(c)      not copy or capture (or attempt to copy or capture) any link-to-download or any Model Contract from the Platform, other than by means of Mdlcntrcts’ download functionality (i.e. using the download button on the Website); and not deeplink, forward-link or use similar techniques to distribute, republish, make accessible or otherwise permit use of any Model Contract, regardless of whether this is done for commercial or Non-Commercial purposes.

(d)      not use any Model Contracts in any way that is designed to create a separate content service or that replicates any part of the Platform offering.

(e)      not employ any techniques or use of any services, designed to influence the ‘popularity’ or rating of a Model Contract (including Your Model Contracts) on the Platform, or to influence your perceived activity on the Platform, including by deployment of bots, botnets, scripts, apps, extensions or other automated means to register accounts, log in, send messages, post comments or otherwise act on your behalf.

(f)       not impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity (e.g. by registering an account in the name of another person or company, or sending messages or making comments using the name of another person).

(g)      not use or attempt to use another person’s account, password or other information.

(h)      not transfer, or offer to transfer, any Mdlcntrcts account to any third party.

(i)       not collect or attempt to collect personal data, or any other kind of information about other users.

(j)       not, and not permit any third party to, copy or adapt the object code of the Website or the Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Platform.

(k)      not commit or engage in, or encourage or promote, any conduct that constitutes a criminal offense, gives rise to liability or otherwise violates any law or regulation.

(l)       not rent, sell or lease access to the Platform, or any Model Contracts on the Platform.

(m)     not violate, circumvent or attempt to violate or circumvent any data security measures employed by Mdlcntrcts; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorised to access; attempt to scan or test the vulnerability of Mdlcntrcts’ servers, system or network or attempt to breach Mdlcntrcts’ data security or authentication procedures; attempt to interfere with the Website or the Services by any means, including hacking, submitting a virus, overloading, mail-bombing or crashing.

Without prejudice to any other rights or remedies, we reserve the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate authorities in prosecuting any users who have participated in such violations.

9.2     Moderation by us. We reserve the right to modify (the description and tagging of) any uploaded Model Contract or any posted Contracts Content to ascertain a high quality of the Platform. For example, we might correct typo’s and convert all-caps titles or text to normal print (i.e. a sentence to start with an uppercase character and the rest in lowercase), or move parts of the ‘contract title’ to the Model Contract’s description. We will in no even be obliged to do so.

9.3       Our response to violations. You agree to comply with the above conditions at all times during your use of the Platform (and thereafter to the extent it might affect any person’s or party’s rights, including copyrights), and agree that we have the right, in our discretion, to terminate your account or take such other action as we see fit if you breach any of the conditions or these Terms of Use. This may include taking court action and reporting offending users to the authorities.

10.     Data protection and Privacy Policy

All personal data that you provide to us in connection with your use of the Platform is collected, stored, used and disclosed by Mdlcntrcts in accordance with our privacy policy accessible on the Website from time to time (the Privacy Policy).

In addition, like most online services, we use cookies to help us understand how people are using the Platform, so that we can continue to improve our services. Our use of cookies, and how to disable cookies, is explained in our Privacy Policy. By accepting these Terms of Use and using the Platform, you also accept the terms of the Privacy Policy.

Chapter IV.   Our relationship

11.     Your membership of Mdlcntrcts

11.1   Registration requirement. You are not obliged to register to use the Platform. However, access to Model Contracts, Contracts Content and certain Services is only permitted to registered users. Downloading a Model Contract requires your registration as a user, and all Use of a Model Contract (and all prohibitions of use) require that you first agree, or are deemed to have agreed, to these Terms of Use.

11.2   Submitted details. When you register, you will provide us with your e-mail address, and choose a username and password for your account. Your e-mail address and any other information about yourself will be treated in accordance with our Privacy Policy.

11.3   Responsibility for your account details. You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorised by you.

If your username or password is lost or stolen, or if you believe that your account has been accessed by an unauthorised person, kindly notify Mdlcntrcts in writing, and change your password at the earliest possible opportunity.

11.4   Access and continued use. We reserve the right to disallow, cancel, remove or reassign certain usernames and hyperlinks in appropriate circumstances, as determined by us in our discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our discretion, would or might constitute a violation of these Terms of Use or our Community Guidelines, or an infringement or violation of any third-party rights, or applicable laws or regulations.

11.5     Termination. You may terminate your account at any time in accordance with article 14 (Termination of our relationship).

12.      Acceptance of these Terms of Use and modifications

12.1   Your deemed acceptance. By accessing or using the Platform, registering an account or by viewing, accessing, uploading to or downloading from the Platform any Model Contract or Contracts Content, you will be deemed to have agreed to the Terms of Use, Privacy Policy and Community Guidelines, and to abide by them.

12.2   Modifications. We reserve the right to modify these Terms of Use at any time. The effective date of these Terms of Use is stated at the end. It is your own responsibility to check this page from time to time for updates.

12.3   Applicability of modifications. When we make any modifications to these Terms of Use, we will notify this on the Website. If you register and these Terms of Use are subsequently modified in any material respect (for example, for security, legal or regulatory reasons), we will notify you at the e-mail address that you have provided to us or (when made possible) message you in your Mdlcntrcts user account.

The modified Terms of Use will become effective as indicated in the modified Terms of Use. You will have no obligation to continue using the Platform following such notification, but if you do not terminate your account in accordance with article 14 (Termination of our relationship), your continued use of the Platform will constitute your acceptance of the Terms of Use so modified.

12.4   New functionality. We may release new functionality and features to the Platform, release smartphone apps or introduce other services for the Platform. Such new functionality, features and services will be subject to these Terms of Use, as well as any additional terms of use that we may release in relation to the functionality, features or services.

Such a release or introduction may have a great impact on our Services, but we would not consider it to be material if it does not affect your then-existing (intellectual property or other) rights or your subsequent use of the Website in a material respect (for example, the introduction of paid subscriptions allowing subscribers to use the Website for organising their own model contacts in a personal, separated corner will inevitably require changes to these Terms of Use but not personal notification).

13.      Our limited responsibility regarding content

13.1   Limited role and responsibility of Mdlcntrcts. You hereby acknowledge that Mdlcntrcts (a) stores content and other information at the direction, request and with the authorisation of its users, (b) acts merely as a passive device and hosting service for uploading, storage and sharing of such content, and (c) plays no active role and gives no assistance in the presentation or use of the content.

You are solely responsible for every Your Model Contract that you upload to, store on and distribute through the Platform, and to the extent permissible by law, Mdlcntrcts excludes all liability in respect of all Model Contracts and Contracts Content (including Your Model Contracts and Your Content) and the activities of its users in relation to it.

13.2   No verification of content. You hereby acknowledge that Mdlcntrcts cannot and does not review the Model Contracts, other documents or posts created or uploaded by its users, and neither Mdlcntrcts nor any of its affiliates, assignees, its or their employees, contractors, representatives, directors or shareholders has any obligation to (but may, without being obliged to) monitor the Platform for content that is inappropriate, that does or might infringe any third-party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.

13.3   No claims or recourse against us. Mdlcntrcts hereby excludes, for itself and for and on behalf of its affiliates, assignees, its and their employees, contractors, directors and shareholders, all liability which may arise from any content uploaded to the Platform by users, including by virtue of any infringement of intellectual property rights, trademarks, rights of privacy, as a consequence of any publication of trade secrets or inside information, or abusive, defamatory or obscene material, or relating to the completeness, accuracy, currency or reliability of any information (including Model Contracts) provided by users of the Platform.

By using the Platform, you irrevocably waive the right to assert any claim in respect of any of the foregoing in this article 13 against Mdlcntrcts, Weagree B.V. or any of its affiliates, assignees, its or their employees, contractors, representatives, directors or shareholders.

14.      Termination of our relationship

14.1   Termination by you. You may terminate our Agreement at any time by sending notice in writing to Mdlcntrcts at [ info @ weagree.com or our address referred to in section 6.2] confirming such termination, by removing all Your Model Contracts from your account, or by deleting your account from the My profile page on the Website and thereafter by ceasing to use the Platform.

14.2   Termination by us. Mdlcntrcts may suspend your access to the Platform or terminate our Agreement at any time, if:

(a)      you are in breach of any material provision of these Terms of Use or our Community Guidelines, including any of articles 1 (Your Model Contracts and your content) and 2 (Rights and licences granted by Uploaders), section 3.1 (Representations and warranties), and articles 5 (Limited licence to Use Model Contracts) and 8 (Your use of the Platform);

(b)      you are repeatedly breaching (or may be deemed to repeatedly breach) these Terms of Use or our Community Guidelines;

(c)      Mdlcntrcts elects at its discretion to cease providing access to the Platform in the jurisdiction where you reside or from where you are attempting to access the Platform; or

(d)      in other reasonable circumstances as determined by Mdlcntrcts at its discretion.

14.3   Termination in case of infringements. If we receive a valid notification from a third party in accordance with article 6 (Notification of IP infringements) or applicable law that any of Your Model Contracts or Contracts Content infringes the copyright or other rights of a third party, or if we believe that your behaviour violates these Terms of Use or our Community Guidelines, we may send you a written warning to this effect. If we need to send you more than one warning or if the nature of the infringement so justifies without warning, we may immediately terminate your access to the Platform. Any such termination is without prejudice to our (and such third party’s) entitlement to damages and all other remedies we are entitled to.

14.4   Termination upon court order. We will suspend or terminate your account without warning if so ordered by a court or in other appropriate circumstances, as determined by Mdlcntrcts at its discretion.

14.5   No retrieval of data or content. Once your account has been terminated, any of Your Model Contracts, and any Model Contracts, Contracts Content and other files and content pertaining to activity from your account, may irretrievably be deleted by Mdlcntrcts, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations or to protect our legitimate business interests. You may not require that we delete any Contracts Content.

We recommend that you save or back up any of Your Model Contracts and Your Contracts Content before terminating your account, because Mdlcntrcts assumes no liability for any file or content that is irretrievably deleted following any termination of your account. Mdlcntrcts is not able to provide any .json, .csv or similar file with the data relating to activity associated with your account, whether before or after termination.

14.6   We might terminate. If the Platform is not economically feasible, we may shut down the Website altogether and terminate the Services. In that case, since the Website is a hosting service only, we will continue to respect your copyrights, you must continue to respect the copyrights of and licences under Model Contracts you downloaded, and it will not relieve you from your obligations vis-à-vis the Uploaders (of the Model Contracts that you downloaded).

14.7     Provisions surviving termination. The provisions of these Terms of Use intended by their nature to survive a termination of our Agreement will survive such termination, including articles 1 (Your Model Contracts and your content) and 2 (Rights and licences granted by Uploaders), 3 (Representations, warranties and disclaimers by Uploaders), 5 (Limited licence to Use Model Contracts), 13 (Our limited responsibility regarding content), 15 (Disclaimers by Uploaders), 16 (Limitation of the Uploader’s liability), 17 (Disclaimer by Mdlcntrcts), 18 (Limitation of our liability), 19 (Indemnification), 20 (Referred-to external services and websites), sections 14.6, 22.1, 22.3 and 22.4 and this section 14.7.

Chapter V.    Disclaimers, limitations of liability and indemnity

TO MAKE SURE THAT YOU UNDERSTAND THE SCOPE AND IMPORTANCE OF THE PROVISIONS IN THIS CHAPTER, IT IS RECOMMENDED THAT YOU ALSO READ THE SAME TEXT, PRINTED CONSPICUOUSLY AT THE END OF THESE TERMS OF USE IN CHAPTER VII (ARTICLES 23 TO 27, INCLUSIVE).

15.      Disclaimers by Uploaders

15.1   General disclaimer. Upon downloading a Model Contract or when using any Contracts Content, you agree that regarding its scope and content, it is available at all times subject to a disclaimer of all warranties, express and implied, regarding its merchantability or fitness for a particular purpose. The Model Contract may not even be fit for a general purpose (in your case or any jurisdiction).

15.2   Specific disclaimers. Upon downloading a Model Contract, you agree that:

(a)      such Model Contracts is made available ‘AS IS’ and ‘WITH ALL FAULTS’ and:

(i)      considering that you are a qualified legal professional, sufficiently knowledgeable to assess yourself whether and to which extent any further modification or specific legal support is required or desirable;

(ii)     without regard to any particularities as may (or may not) apply in your or any other user’s specific context, business, transaction or relationship, your (or your client’s or customer’s) legal status or experience, or location of establishment, whether under the applicable law (as designated in your Model Contract) or any other law;

(iii)    possibly failing to address any required or desirable further detailing or any specification, limitation or qualification of rights, obligations, remedies, covenants, prohibitions, conditions, warranties or other provisions, or be inadequate, incorrect, overly specific or unnecessarily detailed in any such respect; and

(iv)     the Model Contract may be outdated, as a result of any changes in (or lapse of) laws or regulations (whether under the applicable law as designated in your Model Contract or any other law), or for any evolved best practices or developed other standards, regardless whether or not it is referred to in or commonly stipulated in the transaction or relationship contemplated in the Model Contract;

(b)       such Model Contract may include a contract clause or provision which, whether in your specific circumstances, with your specific qualifications and expertise, your location, your product or service, or because of any other reason, violates or breaches the applicable law (as designated in the Model Contract) or regulations pursuant to that law, as at the time of you downloading it, or is otherwise illegal or unlawful.

16.      Limitation of the Uploader’s liability

16.1   General limitation. Except for any breach of section 3.1 (Representations and warranties):

(a)      all liability of an Uploader (and his or her employer, principal and main contractor) caused by or resulting from the use of a Model Contract or Contracts Content is hereby excluded; and

(b)      any liability caused by or resulting from the use of a Model Contract or Contracts Content excludes all indirect, consequential or other remote damages or losses (including any loss of opportunity, loss of profits and any loss you suffer which is not a foreseeable consequence of Mdlcntrcts breaching these Terms of Use).

16.2   Specific exclusions of liability. No Uploader or member of Mdlcntrcts and none of their employers or principals will be liable for any damages, losses or expenses arising from or in connection with the use of a Model Contract or any Contracts Content (or any provision, contract clause or other formulation in any Model Contract or Contracts Content).

16.3     Non-excluded liability. Nothing in these Terms of Use limits or excludes the liability of an Uploader (or his or her employer, principal or main contractor): (a) for any death or personal injury caused by their negligence, (b) for any fraud or deceit, (c) for any damages or losses caused wilfully or by gross negligence, or (d) for any liability which cannot be limited or excluded by law.

17.      Disclaimer by Mdlcntrcts

17.1   Service and content provision ‘AS IS’. The Platform, the Website, the Services and all website content, including all Model Contracts, all Contracts Content and any services linked on or through the Website are provided or hosted ‘AS IS’, ‘AS AVAILABLE’, and ‘WITH ALL FAULTS’.

17.2   No general or specific warranties of any kind. Whilst Mdlcntrcts uses reasonable endeavours to correct any errors or omissions in the Platform as soon as practicable once they have been brought to our attention, Mdlcntrcts makes no promises, guarantees, representations or warranties of any kind whatsoever (express or implied) regarding the Platform, the Website, the Services or any part or parts thereof, any content, including Model Contracts, Contracts Content and any services linked on or through the Website.

Mdlcntrcts does not warrant that your use of the Platform will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Platform or any part or parts thereof, the content, including Model Contracts, Contracts Content and any services linked on or through the Website, or the servers on which the Platform operates, are or will be free of viruses, worms or other malicious or harmful components.

Mdlcntrcts does not warrant that any transmission of content uploaded to the Platform, including Model Contracts, Contracts Content and any services linked on or through the Website, will be secure or that any elements of the Platform designed to prevent unauthorized access, sharing or download of content will be effective in all cases, and does not warrant that your use of the Platform is lawful in any particular jurisdiction.

17.3     Disclaimer. Mdlcntrcts and its affiliates and assignees and their respective assignees, its and their employees, contractors, representatives, directors and shareholders, hereby specifically disclaim all warranties in sections 17.1 and 17.2, and any other warranties not expressly set out in these Terms of Use, including any express or implied warranties regarding non-infringement, merchantability or fitness for a particular purpose, to the fullest extent permitted by law.

17.4     Severability of validity. Where the law of any jurisdiction limits or prohibits the disclaimer of implied or other warranties as set out in this article 17, the disclaimer shall not apply to the extent that the law of such jurisdiction applies to our Agreement.

18.      Limitation of our liability

18.1     General limitation of liability. In no event shall Mdlcntrcts’ aggregate liability to you and any person relying on your use of the Platform, under our Agreement exceed the higher of EUR 100 or the amounts (if any) paid by you to Mdlcntrcts during the 12 months preceding your claim to Mdlcntrcts.

18.2     Specific exclusions of liability. Mdlcntrcts and its affiliates and assignees (and their respective assignees), its and their employees, contractors, representatives, directors and shareholders, will in no event be liability for:

(a)      any damages, losses or expenses arising from or in connection with:

(i)      the use of a Model Contract or any Contracts Content;

(ii)     the provisions, contract clauses or other formulations in any Model Contract or the Contracts Content;

(iii)    your inability to access or use any Model Contract or Contracts Content (including Your Model Contracts or Your Content) at any time or any necessity (and time required) to draft a contract, contract clause or other legal document yourself as a consequence of failing or poor access to the Platform;

(iv)     the unavailability of access to or use the Platform or any part of it;

(v)      any changes that Mdlcntrcts may make to the Platform or any part of it, or any temporary or permanent suspension of access to the Platform from or to any Model Contracts, Contracts Content or other content stored in any territory;

(vi)     any action taken against you by the holders of third-party rights in respect of any alleged infringement of such third party’s rights relating to your use of the Platform or to Your Model Contracts, Your Content or your other content;

(vii)    any action taken as part of an investigation by Mdlcntrcts or by any relevant law-enforcement authority regarding your use of the Platform;

(viii)   any errors or omissions in the Platform’s technical operation, or from any inaccuracy or defect in any content (including any Model Contract and Contracts Content) or any information relating to content;

(ix)     your failure to provide Mdlcntrcts with accurate or complete information, or your failure to keep your username or password suitably confidential;

(x)      any misconduct by other users or third parties using the Platform, especially in breach of our Agreement;

(b)      any damages or expenses related to, or loss of, any computer hardware or software, any loss of data (including Your Model Contracts, Your Content or your other content), or any loss or damage to your computer hardware or software caused by any security breach or by any viruses, worms, macro’s or other malicious or harmful content in any Model Contract or other file downloaded from the Website.

18.3     Exclusion of indirect damages. Mdlcntrcts and its affiliates and assignees (and their respective assignees), its and their employees, contractors, representatives, directors and shareholders, will in no event be liable for any indirect, consequential or other remote damages or losses (including any loss of opportunity, loss of profits and any loss you suffer which is not a foreseeable consequence of Mdlcntrcts breaching these Terms of Use).

18.4     Prompt notice. Any claim or cause of action arising out of or related to your use of the Platform must be notified to Mdlcntrcts as soon as possible.

18.5     Exempted exclusions. Applicable law may not allow the limitation or exclusion of liability for incidental, consequential or certain other damages, in which case, and to such extent only, the above limitations or exclusions may not apply to you. In such cases, you agree that the limitations and exclusions of this article 18 reflect a reasonable and fair allocation of risk between you and Mdlcntrcts and are fundamental elements of our Agreement, and that Mdlcntrcts’ liability will be limited to the maximum extent permitted by law.

18.6     Non-excluded liability. Nothing in these Terms of Use limits or excludes the liability of Mdlcntrcts, its affiliates and assignees (and their respective assignees), its or their employees, contractors, representatives, directors and shareholders: (a) for any death or personal injury caused by their negligence, (b) for any fraud or deceit, (c) for any damages or losses caused wilfully or by gross negligence, or (d) for any liability which cannot be limited or excluded by law.

19.      Indemnification

You hereby agree to defend and indemnify Mdlcntrcts, its affiliates, assignees (and their respective assignees), its and their employees, contractors, representatives, directors and shareholders from all damages, losses and expenses, including reasonable attorneys’ fees, and defend each of them against any claims, resulting from:

(a)      any violation by you of these Terms of Use or our Community Guidelines;

(b)      any third-party claim of infringement of copyright or other intellectual property rights, disclosure of trade secrets or inside information, or invasion of privacy arising from:

(i)      (the hosting of) Your Model Contracts on the Platform;

(ii)     your making available of any Model Contract to others outside the Platform; or

(iii)    the actual use of Your Model Contracts by other users of the Platform in accordance with these Terms of Use (and any parameters set by you in respect of the distribution or sharing of Your Model Contracts); and

(c)        any activity related to your account, whether by yourself or by any other person accessing your account with or without your consent, unless such activity was caused by Mdlcntrcts.

Chapter VI.   The Platform

20.      Referred-to external services and websites

20.1   Exclusion of liability. The Platform may provide you with access to third-party websites, databases, information, repositories, software applications and services. When using any such services, you are solely responsible for taking the precautions necessary to protect yourself against fraud, and your computer devices against viruses and other harmful or destructive content that may be included on or may emanate from any such services.

20.2     Disclaimer. Mdlcntrcts disclaims all liability for any damages, losses or expenses resulting from your use of such external services, and you hereby irrevocably waive any claim against Mdlcntrcts in respect of the content or operation of any such external services.

21.      Changes to the Platform and accounts

21.1   Our right to discontinue. Mdlcntrcts reserves the right to suspend, discontinue or terminate providing access to the Platform or any part thereof, temporarily or permanently, whether wholly or partly or in respect of certain jurisdictions only, at all times and for any reason. In such case, Mdlcntrcts shall use its reasonable endeavours to notify registered users in advance.

21.2   Exclusion of liability. You hereby agree that Mdlcntrcts and its affiliates, assignees (and their respective assignees), its and their employees, contractors, representatives, directors and shareholders are not liable to you or to any third party for any modifications to the Website or any Services from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part thereof, or your possibility to access them from or use them within any jurisdiction.

21.3   Permission to change. Mdlcntrcts may change the features possible content of an account, may withdraw or introduce new features, services or types of account at all times and for any reason.

21.4     Paid subscriptions. Mdlcntrcts may introduce a paid usage model, provided that such usage model will not affect your access to, and your and other person’s Use of, Your Model Contracts or Your Content (including the right not to use any of them for purposes other than a Non-Commercial purpose).

22.      Miscellaneous

22.1   Assignments. Weagree B.V. (and each of its assignees) is entitled to assign its rights and its obligations in the Platform, under our Agreement and by virtue of these Terms of Use, in whole or in part, to any third party at any time without notice, including to any person or entity acquiring all or substantially all assets related to or the business of Mdlcntrcts, and such assignment will relieve Weagree B.V. (or such assignee) entirely from all of its obligations vis-à-vis you, provided that such assignment was in good faith. You may not assign any rights or obligations under these Terms of Use, in whole or in part, to any third party without the express prior written consent of us.

22.2   Third-party rights. These Terms of Use are not intended to give rights to anyone, except to you, Mdlcntrcts and those referred to in these Terms of Use. We reserve the right to modify these Terms of Use, our Privacy Policy or Community Guidelines to prevent the invocation of any unintended rights or obligations by a third party.

22.3   Applicable law. These Terms of Use, our Privacy Policy and Community Guidelines are subject to the laws of the Netherlands.

22.4   Dispute resolution. All disputes arising out of or in connection with these Terms of Use, our Privacy Policy or Community Guidelines, your or our use of the Website or the Services, shall first be attempted to be settled amicably between you and us, and failing reasonable attempts, such dispute may exclusively be submitted to the competent courts of Amsterdam, the Netherlands.

This section 22.4 does not apply to any claim in which Weagree B.V. seeks equitable or injunctive relief of any kind. You acknowledge that, in the event of a breach of these Terms of Use, our Privacy Policy or Community Guidelines by Mdlcntrcts or any third party, any damage, losses or expenses, if any, caused to you will not entitle you to seek equitable or injunctive relief against Mdlcntrcts, including in relation to Your Model Contracts, and your only remedy will be for monetary damages, subject to the limitations of liability in these Terms of Use.

Chapter VII.  CONSPICUOUS PRINT FOR CERTAINTY

Just in case you missed the important articles 15 (Disclaimers by Uploaders), 16 (Limitation of the Uploader’s liability), 17 (Disclaimer by Mdlcntrcts) and 18 (Limitation of our liability) we reprint them here ‘conspicuously’, so that you know for sure:

23. DISCLAIMERS

23.1   GENERAL DISCLAIMER. UPON DOWNLOADING A MODEL CONTRACT OR WHEN USING ANY CONTRACTS CONTENT, YOU AGREE THAT REGARDING ITS SCOPE AND CONTENT, IT IS AVAILABLE AT ALL TIMES SUBJECT TO A DISCLAIMER OF ALL WARRANTIES, EXPRESS AND IMPLIED, REGARDING ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE MODEL CONTRACT MAY NOT EVEN BE FIT FOR A GENERAL PURPOSE (IN YOUR CASE OR ANY JURISDICTION).

23.2   SPECIFIC DISCLAIMERS. UPON DOWNLOADING A MODEL CONTRACT, YOU AGREE THAT:

(a)      SUCH MODEL CONTRACTS IS MADE AVAILABLE ‘AS IS’ AND ‘WITH ALL FAULTS’ AND:

(i)      CONSIDERING THAT YOU ARE A QUALIFIED LEGAL PROFESSIONAL, SUFFICIENTLY KNOWLEDGEABLE TO ASSESS YOURSELF WHETHER AND TO WHICH EXTENT ANY FURTHER MODIFICATION OR SPECIFIC LEGAL SUPPORT IS REQUIRED OR DESIRABLE;

(ii)     WITHOUT REGARD TO ANY PARTICULARITIES AS MAY (OR MAY NOT) APPLY IN YOUR OR ANY OTHER USER’S SPECIFIC CONTEXT, BUSINESS, TRANSACTION OR RELATIONSHIP, YOUR (OR YOUR CLIENT’S OR CUSTOMER’S) LEGAL STATUS OR EXPERIENCE, OR LOCATION OF ESTABLISHMENT, WHETHER UNDER THE APPLICABLE LAW (AS DESIGNATED IN YOUR MODEL CONTRACT) OR ANY OTHER LAW;

(iii)    POSSIBLY FAILING TO ADDRESS ANY REQUIRED OR DESIRABLE FURTHER DETAILING OR ANY SPECIFICATION, LIMITATION OR QUALIFICATION OF RIGHTS, OBLIGATIONS, REMEDIES, COVENANTS, PROHIBITIONS, CONDITIONS, WARRANTIES OR OTHER PROVISIONS, OR BE INADEQUATE, INCORRECT, OVERLY SPECIFIC OR UNNECESSARILY DETAILED IN ANY SUCH RESPECT; AND

(iv)     THE MODEL CONTRACT MAY BE OUTDATED, AS A RESULT OF ANY CHANGES IN (OR LAPSE OF) LAWS OR REGULATIONS (WHETHER UNDER THE APPLICABLE LAW AS DESIGNATED IN YOUR MODEL CONTRACT OR ANY OTHER LAW), OR FOR ANY EVOLVED BEST PRACTICES OR DEVELOPED OTHER STANDARDS, REGARDLESS WHETHER OR NOT IT IS REFERRED TO IN OR COMMONLY STIPULATED IN THE TRANSACTION OR RELATIONSHIP CONTEMPLATED IN THE MODEL CONTRACT;

(b)      SUCH MODEL CONTRACT MAY INCLUDE A CONTRACT CLAUSE OR PROVISION WHICH, WHETHER IN YOUR SPECIFIC CIRCUMSTANCES, WITH YOUR SPECIFIC QUALIFICATIONS AND EXPERTISE, YOUR LOCATION, YOUR PRODUCT OR SERVICE, OR BECAUSE OF ANY OTHER REASON, VIOLATES OR BREACHES THE APPLICABLE LAW (AS DESIGNATED IN THE MODEL CONTRACT) OR REGULATIONS PURSUANT TO THAT LAW, AS AT THE TIME OF YOU DOWNLOADING IT, OR IS OTHERWISE ILLEGAL OR UNLAWFUL.

24. LIMITATION OF THE UPLOADER’S LIABILITY

24.1   GENERAL LIMITATION. EXCEPT FOR ANY BREACH OF SECTION 3.1 (REPRESENTATIONS AND WARRANTIES):

(a)      ALL LIABILITY OF AN UPLOADER (AND HIS OR HER EMPLOYER, PRINCIPAL AND MAIN CONTRACTOR) CAUSED BY OR RESULTING FROM THE USE OF A MODEL CONTRACT OR CONTRACTS CONTENT IS HEREBY EXCLUDED; AND

(b)      ANY LIABILITY CAUSED BY OR RESULTING FROM THE USE OF A MODEL CONTRACT OR CONTRACTS CONTENT EXCLUDES ALL INDIRECT, CONSEQUENTIAL OR OTHER REMOTE DAMAGES OR LOSSES (INCLUDING ANY LOSS OF OPPORTUNITY, LOSS OF PROFITS AND ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF MDLCNTRCTS BREACHING THESE TERMS OF USE).

24.2   SPECIFIC EXCLUSIONS OF LIABILITY. NO UPLOADER OR MEMBER OF MDLCNTRCTS AND NONE OF THEIR EMPLOYERS OR PRINCIPALS WILL BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES ARISING FROM OR IN CONNECTION WITH THE USE OF A MODEL CONTRACT OR ANY CONTRACTS CONTENT (OR ANY PROVISION, CONTRACT CLAUSE OR OTHER FORMULATION IN ANY MODEL CONTRACT OR CONTRACTS CONTENT).

24.3   NON-EXCLUDED LIABILITY. NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF AN UPLOADER (OR HIS OR HER EMPLOYER, PRINCIPAL OR MAIN CONTRACTOR): (A) FOR ANY DEATH OR PERSONAL INJURY CAUSED BY THEIR NEGLIGENCE, (B) FOR ANY FRAUD OR DECEIT, (C) FOR ANY DAMAGES OR LOSSES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (D) FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

25. DISCLAIMER BY MDLCNTRCTS

25.1   SERVICE AND CONTENT PROVISION ‘AS IS’. THE PLATFORM, THE WEBSITE, THE SERVICES AND ALL WEBSITE CONTENT, INCLUDING ALL MODEL CONTRACTS, ALL CONTRACTS CONTENT AND ANY SERVICES LINKED ON OR THROUGH THE WEBSITE ARE PROVIDED OR HOSTED ‘AS IS’, ‘AS AVAILABLE’, AND ‘WITH ALL FAULTS’.

25.2   NO GENERAL OR SPECIFIC WARRANTIES OF ANY KIND. WHILST MDLCNTRCTS USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO OUR ATTENTION, MDLCNTRCTS MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE PLATFORM, THE WEBSITE, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, INCLUDING MODEL CONTRACTS, CONTRACTS CONTENT AND ANY SERVICES LINKED ON OR THROUGH THE WEBSITE.

MDLCNTRCTS DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, INCLUDING MODEL CONTRACTS, CONTRACTS CONTENT AND ANY SERVICES LINKED ON OR THROUGH THE WEBSITE, OR THE SERVERS ON WHICH THE PLATFORM OPERATES, ARE OR WILL BE FREE OF VIRUSES, WORMS OR OTHER MALICIOUS OR HARMFUL COMPONENTS.

MDLCNTRCTS DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM, INCLUDING MODEL CONTRACTS, CONTRACTS CONTENT AND ANY SERVICES LINKED ON OR THROUGH THE WEBSITE, WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.

25.3   DISCLAIMER. MDLCNTRCTS AND ITS AFFILIATES AND ASSIGNEES AND THEIR RESPECTIVE ASSIGNEES, ITS AND THEIR EMPLOYEES, CONTRACTORS, REPRESENTATIVES, DIRECTORS AND SHAREHOLDERS, HEREBY SPECIFICALLY DISCLAIM ALL WARRANTIES IN SECTIONS 25.1 AND 25.2, AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS OF USE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY LAW.

25.4   SEVERABILITY OF VALIDITY. WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT IN THIS ARTICLE 25, THE DISCLAIMER SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO OUR AGREEMENT.

26. LIMITATION OF OUR LIABILITY

26.1   GENERAL LIMITATION OF LIABILITY. IN NO EVENT SHALL MDLCNTRCTS’ AGGREGATE LIABILITY TO YOU AND ANY PERSON RELYING ON YOUR USE OF THE PLATFORM, UNDER OUR AGREEMENT EXCEED THE HIGHER OF EUR 100 OR THE AMOUNTS (IF ANY) PAID BY YOU TO MDLCNTRCTS DURING THE 12 MONTHS PRECEDING YOUR CLAIM TO MDLCNTRCTS.

26.2   SPECIFIC EXCLUSIONS OF LIABILITY. MDLCNTRCTS AND ITS AFFILIATES AND ASSIGNEES (AND THEIR RESPECTIVE ASSIGNEES), ITS AND THEIR EMPLOYEES, CONTRACTORS, REPRESENTATIVES, DIRECTORS AND SHAREHOLDERS, WILL IN NO EVENT BE LIABILITY FOR:

(a)      ANY DAMAGES, LOSSES OR EXPENSES ARISING FROM OR IN CONNECTION WITH:

(i)      THE USE OF A MODEL CONTRACT OR ANY CONTRACTS CONTENT;

(ii)     THE PROVISIONS, CONTRACT CLAUSES OR OTHER FORMULATIONS IN ANY MODEL CONTRACT OR THE CONTRACTS CONTENT;

(iii)    YOUR INABILITY TO ACCESS OR USE ANY MODEL CONTRACT OR CONTRACTS CONTENT (INCLUDING YOUR MODEL CONTRACTS OR YOUR CONTENT) AT ANY TIME OR ANY NECESSITY (AND TIME REQUIRED) TO DRAFT A CONTRACT, CONTRACT CLAUSE OR OTHER LEGAL DOCUMENT YOURSELF AS A CONSEQUENCE OF FAILING OR POOR ACCESS TO THE PLATFORM;

(iv)     THE UNAVAILABILITY OF ACCESS TO OR USE THE PLATFORM OR ANY PART OF IT;

(v)      ANY CHANGES THAT MDLCNTRCTS MAY MAKE TO THE PLATFORM OR ANY PART OF IT, OR ANY TEMPORARY OR PERMANENT SUSPENSION OF ACCESS TO THE PLATFORM FROM OR TO ANY MODEL CONTRACTS, CONTRACTS CONTENT OR OTHER CONTENT STORED IN ANY TERRITORY;

(vi)     ANY ACTION TAKEN AGAINST YOU BY THE HOLDERS OF THIRD-PARTY RIGHTS IN RESPECT OF ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR USE OF THE PLATFORM OR TO YOUR MODEL CONTRACTS, YOUR CONTENT OR YOUR OTHER CONTENT;

(vii)    ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY MDLCNTRCTS OR BY ANY RELEVANT LAW-ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;

(viii)   ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT (INCLUDING ANY MODEL CONTRACT AND CONTRACTS CONTENT) OR ANY INFORMATION RELATING TO CONTENT;

(ix)     YOUR FAILURE TO PROVIDE MDLCNTRCTS WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;

(x)      ANY MISCONDUCT BY OTHER USERS OR THIRD PARTIES USING THE PLATFORM, ESPECIALLY IN BREACH OF OUR AGREEMENT;

(b)      ANY DAMAGES OR EXPENSES RELATED TO, OR LOSS OF, ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR MODEL CONTRACTS, YOUR CONTENT OR YOUR OTHER CONTENT), OR ANY LOSS OR DAMAGE TO YOUR COMPUTER HARDWARE OR SOFTWARE CAUSED BY ANY SECURITY BREACH OR BY ANY VIRUSES, WORMS, MACRO’S OR OTHER MALICIOUS OR HARMFUL CONTENT IN ANY MODEL CONTRACT OR OTHER FILE DOWNLOADED FROM THE WEBSITE.

26.3   EXCLUSION OF INDIRECT DAMAGES. MDLCNTRCTS AND ITS AFFILIATES AND ASSIGNEES (AND THEIR RESPECTIVE ASSIGNEES), ITS AND THEIR EMPLOYEES, CONTRACTORS, REPRESENTATIVES, DIRECTORS AND SHAREHOLDERS, WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR OTHER REMOTE DAMAGES OR LOSSES (INCLUDING ANY LOSS OF OPPORTUNITY, LOSS OF PROFITS AND ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF MDLCNTRCTS BREACHING THESE TERMS OF USE).

26.4   PROMPT NOTICE. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO MDLCNTRCTS AS SOON AS POSSIBLE.

26.5   EXEMPTED EXCLUSIONS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, IN WHICH CASE, AND TO SUCH EXTENT ONLY, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF THIS ARTICLE 26 REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MDLCNTRCTS AND ARE FUNDAMENTAL ELEMENTS OF OUR AGREEMENT, AND THAT MDLCNTRCTS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

26.6     NON-EXCLUDED LIABILITY. NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF MDLCNTRCTS, ITS AFFILIATES AND ASSIGNEES (AND THEIR RESPECTIVE ASSIGNEES), ITS OR THEIR EMPLOYEES, CONTRACTORS, REPRESENTATIVES, DIRECTORS AND SHAREHOLDERS: (A) FOR ANY DEATH OR PERSONAL INJURY CAUSED BY THEIR NEGLIGENCE, (B) FOR ANY FRAUD OR DECEIT, (C) FOR ANY DAMAGES OR LOSSES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (D) FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

OUR CORPORATE DETAILS

We are Weagree B.V., a company incorporated under the laws of the Netherlands and with its place of business at Gedempt Hamerkanaal 149, 1021 KP Amsterdam, the Netherlands. You may contact us at this address or by e-mailing us at info@weagree.com. If you are a resident of California, you may have these Terms of Use mailed to you electronically by sending a letter to our address with your e-mail address and a request for these Terms of Use.

Dated: 1 February 2017