

☞ Our relationship :)




		Last updated		10 October 2022

Thank you for trusting Majoto. We look forward to a fruitful relationship with you and repaying that trust! Here is a map of what this relationship agreement contains.


					Orientation
			1		Orientation
			1		Key aspects of our relationship, and its most important terms.


	How it works
	How it works		2
	An explanation of how Majoto works, with some legal notes.		2


					Responsibilities
			3		Responsibilities
			3		Majoto's responsibilities and promises, and some exceptions.


	Do's and dont's
	Do's and dont's		4
	Rules for using Majoto's technology and service.		4


					Final words
			5		Final words
			5		Closing things off before we say "cheers, ears".
					Closing things off before we say "cheers, ears".



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		Part 1 Orientation




		These terms apply whenever you use Majoto's technology or design services. They set out Majoto's commitments to you, and your commitments to Majoto.


Who's who			This agreement			The tech

We are Majoto Lab Limited (Majoto), a UK company. Our address is 27 Old Gloucester Street, London, WC1N 3AX.			This is a contract between Majoto Lab Limited and you. There may be additional or different terms in your statement of work; the latter prevails.			Majoto is a contract design and automation SaaS platform. If you are only buying design services, Majoto will use the platform to help with the design.

This document will refer to you (the person or company buying from Majoto) as you.			Majoto may update these terms if the law or its technology changes, and will tell you about the important ones in advance.			Majoto processes your personal data in accordance with this Privacy Notice.

To submit any formal notices, or if you need any help, email us at hello@majoto.io.			By using Majoto, you agree to these terms. They also apply to you if you are using Majoto as an employee or contractor.			Majoto may modify the platform to improve its security and functions. Updates will occur automatically.


		TL;DR




		A summary of the most important things you should know.


	Your subscription plan determines what standard and custom templates you get, and how many makers you can have. Within those limits, you can create as many agreements as you like, and share them with as many collaborators as you want - because we’re nice like that.				We do the tech, you do the content. You are responsible for the content you create and share. We do the design, but the content is your responsibility. Majoto does not provide legal advice - only smart tech and awesome design.

	Use Majoto sensibly. Please follow the acceptable use rules. Don’t do anything silly or illegal. Respect other peoples’ rights. Don’t copy or disclose Majoto’s intellectual property.				You can leave after 1 year. When you subscribe to a plan, you commit to 12 months, because Majoto will invest time to set up your templates. After that, you can unsubscribe at any time on 1 month’s notice.

	We try hard to make Majoto secure and keep your content safe. Majoto is protected by Google. Your content is safe even if something goes wrong with Majoto code. But Majoto cannot guarantee against external threats like cyber attacks, or if you permanently delete your content.				Majoto's liability is capped. Majoto puts a cap on its liability, as a % of the fees that you pay. Higher caps apply for really serious problems like data breaches. Of course we don’t expect any of that to happen.



		＊ Definitions you'll find used throughout..
		＊ Definitions you'll find used throughout..
		Makers: your users who can generate documents from templates and move them through workflows.
		Content: the content of your documents (the clauses as well as any personal information you insert).




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Part 2 How it works




		This section describes the key aspects of how Majoto works, with important notices relating to your use of it.


Journey			How it works		Important notices

	Sign up to a plan		Sign a statement of work, which describes your plan and any design services.		Your plan determines how many templates and makers you can have. Makers can generate as many agreements as they like, and share them with as many collaborators as they want. Majoto invests time to (re)design your templates, so as a subscriber you commit to an initial 12 months (unless your statement of work gives a different duration). Your subscription will renew automatically, so tell Majoto 1 month in advance if you don't want to renew.








	Choose how you use it		Choose whether or not to install Majoto on your own Google account.		You don't need a Google account to use Majoto. But if you prefer all your files to stay on your Google Drive, you can install Majoto on your Drive. You will need your own Google Workspace plan - make sure you choose the right one (especially if you want to choose a geographic location for your data). See here.







	Assign users		Provide your user details to Majoto, or have your admin invite users to your Majoto space.		Majoto collects your administrator and maker email addresses. You can read about this on our Privacy page. We will not access your content or data unless you ask us to (for example for support purposes).







	Get templates		Majoto may give you access to its library of standard templates, clauses and design patterns.		Majoto templates are provided by content partners or by Majoto in the form of "as is" beta templates. Majoto does not guarantee their legal content. It’s up to you to make sure that the templates, clauses or graphics you use are suitable for your needs. Get legal advice if you are not sure. Majoto has legal partners who can help you.








	Custom designs		Majoto will convert and redesign your templates (if it's in the scope of your plan) and publish them to your space.		Majoto may provide custom design services to you (including plain language) but you are responsible for signing off on the legal and commercial content. Majoto will design your agreement into its house style. Any custom designs will incur additional charges as described in your plan.








	Start drafting!		You can now create drafts from your templates and take them through workflows.		Majoto is a cloud solution, so you need a decent internet connection to use it. Majoto may be unavailable if there is a major error, maintenance requirement or network problem. Your documents, history and data will be recoverable so long as Google is up and running (that’s 99.9% of the time - see here).








	Share a draft		Export and share your drafts with your colleagues and the other side.		When you share drafts of your contract with anyone (we call them collaborators), we will process the contact details you enter to give them access and to notify them. Their activity will be logged so we can display their actions and comments in your documents.








	Sign and manage		Once you're ready, sign the document and perform other lifecycle workflows.		If you use Majoto’s HelloSign account, the signature record and copy of the signed agreement will be stored by HelloSign and will be available to Majoto via our HelloSign API account. Majoto will never access the document unless you request it.








	Help & support		If you need help, ask hello@majoto.io		Majoto personnel may have access to your contact details as well as the contents and personal data inside your documents. Majoto will not use or share them in any way, other than as required to deliver services or support.








	Saying goodbye		If you want to move on, there are several ways for you to export or access your content.		Once you terminate the contract, you will no longer have access to the platform. If you have installed Majoto on your Google Workspace, you will continue to have access to your agreements for as long as you have a subscription with Google. You can ask for a download when you terminate. All templates can be exported as Word or Google docs, but the visual design may not remain intact.









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Part 3 Our promises




		This swimlane describes our respective promises and responsibilities in relation to the platform and associated services.


	Promises					Exceptions

	Duty of care. Majoto will provide its services and deliverables with a high level of care, skill and diligence and will meet agreed specifications.					Majoto can only do this if you provide clear statements of your needs, give adequate background information, deliver agreed inputs, and actively engage in the review and approval of deliverables. ⚠️ Majoto understands contracts deeply, but does not give legal advice or any warranties that the content of your templates are legally or commercially sound. If you are not sure, you must get legal advice (we have partners who can help you).

	What we will deliver. Majoto will provide the services set out in an agreed statement of work. How this is organised and the timelines involved will be described there.					⚠️ Timelines are always target estimates, unless Majoto has agreed to a fixed milestone or deadline. Majoto will not be liable for any delay or failure to perform as a result of circumstances beyond Majoto’s reasonable control, including pandemics and associated quarantine restrictions.

	Ownership of results. You will own the intellectual property in any custom templates we design for you, any workshop deliverables, and the documents you generate with Majoto. Majoto assigns the intellectual property in these deliverables to you, including by way of present assignment of future copyright. Majoto will cooperate with you if any additional documents are required to confirm or evidence this. Majoto grants you a licence to its background so you can use the deliverables in your business for as long as you like.					Majoto will use and incorporate in your deliverables Majoto's intellectual property (design methodologies, visual patterns, information models, template styles and standard clauses) - let's call that Majoto's background. This background is not assigned to you and Majoto will continue to own and use it for other customers. You are not permitted to commercialise Majoto’s background separately from the deliverables, or to use or share the background beyond what is reasonable for your own normal business use.

	IP warranties. Majoto warrants that (a) the deliverables it provides to you are authored by Majoto personnel and do not incorporate any designs or works which Majoto does not have rights to, and (b) the deliverables as provided by Majoto will not infringe the intellectual property rights of any third party. You warrant that any content or materials you provide to Majoto do not infringe the intellectual property rights of any third party. A party that breaches the above warranty will indemnify the other against any resulting third party infringement claims.					The warranty does not apply to the extent you combine Majoto's deliverables with your own or third party materials, so that the resulting work infringes the rights of a third party. The same principle applies to any content or materials you provide to Majoto.

	Platform availability. Majoto will do its best to make the platform available 24 hours a day, seven days a week, outside of any periods of maintenance.					Majoto may be unavailable in the event (a) maintenance, development or remediation work requested by you; (b) network failures or other connectivity problems; (c) suspension to remedy a vulnerability or data breach; (c) denial or service attacks; (d) routine or scheduled maintenance and system updates. Unavailability may be without notice in the case of unexpected incidents.

	Defects. Majoto will be free from material defects. Material defects are those which substantially limit the functionality of the platform over the course of your subscription or delete or corrupt your content or data.					Majoto is a new product undergoing constant development, so does not warrant that it will be free of errors or bugs. ⚠️ If you are just buying design services, Majoto may give you temporary access to the platform so we can work on and test the documents together. In these cases the platform is provided “as is”; Majoto has no availability, service or support obligations until you sign up to a subscription plan.

	Critical errors. Majoto will fix critical errors (errors which materially reduce critical functionality or impact a transaction) within 48 hours where it is technically feasible. Majoto will provide an initial response to critical error notifications within 24 hours.					Errors which are not critical or not feasible for us to fix within that time will be included in scheduled or unscheduled maintenance depending on severity.

	Other support. Majoto will provide email-based support for technical problems and "how do I…?" queries at hello@majoto.io. We will provide an initial response to email support requests within 48 hours, and will endeavour to arrange follow-up where necessary within 72 hours.					Outside of initial set-up and onboarding, support is limited to technical problems and typical use cases. Support on advanced functions like template design and maintenance, risk tuning and automation logic is available if included in your plan.






				Liability cap
				Liability cap
			Majoto’s liability under this relationship is capped in any subscription period to 125% of fees you have paid in that period. If this liability cap cannot be applied for any reason, or if a court or regulatory body determines that Majoto is liable for gross negligence, intentional misconduct or breach of its legal obligations in respect of your personal information, then the liability cap is instead 200%.



			Any claim arising out of your use of Majoto must be communicated to Majoto within 90 days of you becoming aware (such as incurred losses or receipt of a third party claim), and any formal legal claim must be made within 12 months of that.


			Nothing in this agreement excludes or limits liability for: (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and (c) intentional misconduct or gross negligence in those jurisdictions where liability for intentional misconduct or gross negligence cannot be excluded or limited.








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	Part 4 Do's and Don'ts




		Important acceptable use rules. Think of it as things you should and shouldn't do.

Do's ✔︎						Don'ts ❌
							.
Provide complete and accurate account information when you sign up, and keep Majoto informed of any changes.						Give anyone access to the platform who is not an authorised user (other than sharing docs with collaborators).
Keep your username and password secret, and notify Majoto immediately if you discover or suspect any unauthorised use of your account.						Create more than one account per user. If you attempt to use another person's login details we may suspend all your accounts.
Use the Majoto in an appropriate way, for you own business use. Majoto is for creating templates and contracts and other legal content, and collaborating on them with colleagues and business partners.						(Re)sell or distribute Majoto's technology or content. Use or attempt to log in with someone else’s account, or access Majoto files which have not been shared with you.
Respect Majoto's and other peoples’ rights (including privacy, confidential information and intellectual property).						Do anything illegal, use Majoto for unsolicited marketing, or upload anything that is unlawful, inappropriate or offensive.
Respect the effort Majoto has put into its product and intellectual property.						Use the Majoto name and logo or any other Majoto intellectual property other than as permitted. This includes copying, reverse engineering, disassembling or decompiling any part of the platform (such as Majoto code, template designs, design patterns and workflow) and distributing or selling any derivative works.
Access Majoto via a standard web browser, nothing else.						Circumvent any security features, or interfere with the normal working of Majoto. Add any software or scripts into your Majoto files.




				If you break these rules...
				If you break these rules...
			Majoto has the right to terminate your access to the Majoto platform immediately if you break any of these rules (in addition to any legal claim we may have against you). These rules continue to apply after our relationship ends. You will be liable to Majoto if a third party makes a legal claim against Majoto because of your actions in violation of the above rules.









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Final words




This relationships agreement is governed by the law of England and Wales. Any disputes will be resolved in the courts of England and Wales (unless a different dispute resolution mechanism is given in your statement of work).



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		Want terms like this? These terms are made with Majoto (of course), using some of our standard design patterns. It's a modular structure that can be customised for any other product or service. If you would like a similar one for yourself, write to us at hello@majoto.io.






		Cheers, ears : )


			made with♡with majoto

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