Check This Contract and this website (Site) is owned by MEGV LP trading as McCarthyFinch (referred to as McCarthyFinch, we, our or us). These Terms apply to you when you are using or accessing Check This Contract and govern your use of the Site and access to Check This Contract. By registering your details on the Site and using Check This Contract, you agree to be bound by these Terms.

You will need to confirm that you have read and understood the following information prior to being granted access to Check This Contract:

• Our Privacy Policy
• these Terms
• your confirmation that Check This Contract does not provide legal advice (see Disclaimer section below)
• a consent to allow us to send you electronic messages from time to time to promote and market our products and services (in accordance with the Unsolicited Electronic Messages Act 2007)
• confirmation that you are authorised to disclose your contract and its terms and you allow us retain the contract for the purposes set out in the Terms.

IMPORTANT INFORMATION

We provide the platform for you to register your details, read the terms and conditions of use and access, free of charge, Check This Contract.  This will allow you to upload a contract and use Check This Contract features to complete an automated review of the terms of that contract.

Check This Contract uses artificial intelligence to classify sections of your contract and will provide you with commentary explaining why certain sections might be relevant and included within your contract.  Check This Contract may also make suggestions for sections that might be missing from your contract.

Disclaimer – Check This Contract does not provide Legal Advice.

Any report or output provided to you by Check This Contract is intended for your information only.  It is not a substitute for legal advice and should be used as a guide with respect to the general commercial position set out in the contract you submit. The intention of Check This Contract is not to provide specific or targeted legal or commercial advice to Users in any specific industry or jurisdiction, and should not in any circumstances be used as a replacement for seeking advice from qualified advisors in respect of the terms of your particular contract.

McCarthyFinch is not a law firm and cannot provide legal advice. Your use of Check This Contract and any reliance you place on the information provided is your sole risk and responsibility. You should always exercise care before entering into any legally binding contract or arrangement and consult with a lawyer if you are unsure about your specific circumstances.

Upload and collection of information.

Use of Check This Contract allows us to collect and store contracts uploaded by the User and to process data embodied in these documents to provide Check This Contract’s automated review.  We will also analyse the way users use and communicate through the Site so that we can optimise the site and the service.

We collect, use and store the data submitted in accordance with our Privacy Policy and these Terms. This data collection and analysis assists us to develop and improve services powered by artificial intelligence.

Grant of Rights.

McCarthyFinch grants you access to, and use of, Check This Contract subject to and in accordance with these Terms.

Definitions and Interpretation.

In these Terms, the following expressions have the meanings set out below:

• Check This Contract means the free contract review service powered by artificial intelligence made available by McCarthyFinch.
• Documentation means the information provided to you by us through your use of the Check This Contract.
• Intellectual Property Rights means any current and future intellectual property rights whether registered or unregistered, including copyrights, design rights, trade marks, trade names, domain names, rights in logos and get-up, patents, inventions, confidential information and know-how, all rights in computer software, privacy, data and databases.
• McCarthyFinch, us, we, our means MEGV LP, by its general partner MEGV (GP) Limited (NZBN 9429045950582) or any of its related parties.
• Privacy Policy means McCarthyFinch’s Privacy Policy accessible at https://www.checkthiscontract.com/privacy as may be amended from time to time.
• Site means the Check This Contract website at www.checkthiscontract.com.
• Technology means the proprietary artificial intelligence software platform developed by McCarthyFinch and incorporated as part of Check This Contract to automate a range of processes, including but not limited to document review.
• Terms means these terms and conditions.
• User means an individual who registers as a user of Check This Contract.
• User Content means any content that is submitted or uploaded to us through a User’s use of Check This Contract including any document submitted for analysis by Check This Contract.
• you and your is a reference to a User.

In these Terms:

• unless the context requires otherwise, capitalised terms have the meaning in the definition section, or as set out in context;
• the singular includes the plural and vice versa; and
• any reference to legislation is a reference to New Zealand legislation and shall be construed as referring also to any amendment or re-enactment (whether before or after the date of these Terms).

Registration and Eligibility.

You must register as a User each time you wish to access and use Check This Contract. You may only register as a User if you:

• are at least 18 years old;
• are not a resident of a country in the European Union;
• provide accurate, complete and truthful information and complete the acknowledgements as required by the registration process;
• provide a valid email address; and
• subject to the provisions contained in our Privacy Policy, consent to us contacting you about your User details (including to verify the personal information that you have provided to us in your User registration) or your use of Check This Contract.

Intellectual Property.

You acknowledge that McCarthyFinch (and/or its suppliers and licensors) own all Intellectual Property Rights in and to Check This Contract, the Technology the software and other material, underlying and forming part of Check This Contract.

McCarthyFinch reserves all right, title and interest not expressly granted under these Terms to the fullest extent possible under applicable laws. In particular, you acknowledge that nothing in these Terms shall grant you any rights to the Technology or any improvements in or to the Technology, including any right to access and/or use the Technology.

You acknowledge and agree that any improvement, modification or development of the Technology arrived at through your access to and/or use of Check This Contract or otherwise will be owned exclusively by McCarthyFinch (New IP). New IP shall also include any feedback provided by you that is related to Check This Contract, or the Technology. If any New IP vests in or is owned by you, you hereby assign all right, title and interest in and to those Intellectual Property Rights to McCarthyFinch, and shall do all such acts and execute such documents as may be necessary to vest all New IP in McCarthyFinch.

You hereby grant McCarthyFinch a non-exclusive, irrevocable, perpetual, royalty free license to use User Content, without limit in time, solely for the purpose of developing, improving, using and commercialising the Technology. You warrant and represent that you have full rights and authority to grant the licence set out in this clause.

Rules of Use.

When you use Check This Contract, you agree that you will:
Comply at all times with:

• New Zealand law;
• any confidentiality or non-disclosure obligations which may apply to the whole or any part of your User Content; and
• your obligations under these Terms;

And:

• not interfere with another User’s use and enjoyment of Check This Contract;
• not interfere with or attempt to impair McCarthyFinch’s computer systems, Check This Contract or the Technology, not transmit software viruses, Trojan horse, worms, other harmful files or other malware, and not cause or allow any software viruses, Trojan horses, worms, other harmful files or other malware to become embedded in McCarthyFinch’s computer systems, Check This Contract or the Technology;
• not use a robot, spider, scraper or other unauthorised automated means to access Check This Contract, the Technology or any content shown on Check This Contract;
• not attempt to undermine the security or integrity of Check This Contract or gain unauthorised access to any part of Check This Contract or the Technology, including attempting to gain access to another person’s User Content;
• not work around any technical limitations in Check This Contract;
• not reverse engineer, decompile, alter, modify, adapt or disassemble Check This Contract; and
• not publish or otherwise make Check This Contract available for others to copy.

User Content

You confirm that in providing or uploading User Content for analysis by Check This Contract:

• you are authorised to disclose the User Content to us for this purpose;
• we may process, scan, copy and use the User Content to provide the Documentation to you and to otherwise provide the Check This Contract analysis;
• any personal information contained in User Content is able to be processed in connection with the purposes of these Terms by Check This Contract; and
• we may retain the User Content (in encrypted form) and the Documentation to assist with the evolution and learning of the artificial intelligence comprised within the Technology and to allow us to provide Check This Contract in the future.

Consumer Guarantees Act 1993.

If you are a “consumer” for the purposes of the Consumer Guarantees Act 1993, nothing in these Terms will limit or affect your rights and/or remedies under the Consumer Guarantees Act 1993.

Disclaimers, Limitations of Liability and Service Limits.

You acknowledge and confirm that McCarthyFinch is not a law firm and you are not seeking legal advice through use of the Check This Contract.  Check This Contract is an automated drafting and reviewing tool, not a legal service, and the Documentation does not constitute legal advice.

You acknowledge that your use of the Check This Contract and reliance on the Documentation is entirely at your own risk.  You are solely responsible for the actions and omissions you take in reliance of the information available on or accessed through Check This Contract and Documentation.

You acknowledge that Check This Contract is provided on an “as is” “with all faults” “as available” basis.  McCarthyFinch does not:

• warrant that Check This Contract will be compatible with your equipment; or
• warrant that Check This Contract will be free from errors, loss, destruction, interruption, corruption (including corruption of data), or that Check This Contract will be timely or secure, provided always that nothing in this clause will limit any rights that you have under the consumer guarantees act.

Unless the consumer guarantees act applies, McCarthyFinch will not be liable for any indirect, consequential loss or special damages, loss of profit or any costs, expenses or other claims whatsoever for any consequential compensation which arise out of, or in connection with any breach of contract (being these Terms), equity, common law, statutory duty or by reason of any representation, implied warranty or other condition.

Under no circumstance will McCarthyFinch be liable to any third party for any loss, cost, damages, compensation or any other claim whatsoever arising out of or in relation to your use of Check This Contract, any actions you take in reliance on the information available on or accessed through Check This Contract or Documentation, or otherwise in connection with the performance or non-performance of your obligations under these Terms.

Where we consider that your usage of Check This Contract is excessive or unreasonable, including where such usage exceeds estimated usage patterns or is inconsistent with normal usage patterns:

• we may contact you asking you to stop or alter your usage to come within McCarthyFinch’s definitions of fair use; and
• if your excessive or unreasonable usage continues after your receipt of the request to alter usage, then we may, without further notice to you, either:
• suspend, modify or restrict your use of Check This Contract; and/or
• terminate these Terms immediately.

Indemnity.

You will indemnify McCarthyFinch from and against any loss, cost, damage or expense of any nature whatsoever suffered or incurred by McCarthyFinch arising out of:

• your breach of these Terms;
• your gross negligence or wilful misconduct;
• any claim that the User Content infringes the Intellectual Property Rights of any third party or is otherwise not provided in accordance with these Terms (including that the User Content or any part of it is not authorised to be provided to us or otherwise is provided contrary to terms set out in User Content ; and
• any claim by a third party in relation to your use of Check This Contract or Documentation, the performance or non-performance of your obligations under these Terms, or any actions you take in reliance on the information available in the Documentation on or accessed through Check This Contract.

Termination.

McCarthyFinch may:

• terminate your access to Check This Contract; and/or
• refuse to accept your registration as a User at our discretion.

Without limiting the foregoing, McCarthyFinch may terminate, suspend or modify a User’s use of Check This Contract in the following circumstances:

• McCarthyFinch receives a serious complaint or multiple complaints about a User from any other person;
• you breach these Terms;
• McCarthyFinch considers any conduct by you (whether or not that conduct is related to Check This Contract) puts Check This Contract, the Technology or other Users at risk; and/or
• McCarthyFinch considers, in its reasonable opinion, that your act or omission may bring McCarthyFinch into disrepute or adversely affect McCarthyFinch’s reputation or image.

Privacy.

These Terms are subject to our Privacy Policy, which governs the use of Users’ personal information and personal information contained in any User Content.

Auditing, Monitoring and Use of Information.

As part of any McCarthyFinch compliance program (to manage compliance with these Terms and any law or requirement by any authority), McCarthyFinch reserves the right to:

• review, audit and monitor (manually or through automated means) your use of Check This Contract;
• take any action McCarthyFinch deems appropriate in its sole discretion in accordance with its policies, including, editing, removing or blocking any content that McCarthyFinch deems inappropriate or unacceptable, and in the case of any illegal or suspected illegal activity, reporting any matters to the appropriate authority; and
• access, collect, preserve, store or disclose information or data about you and your use of Check This Contract (including any communications and User Content you submit) as is necessary to: comply with any legal process, enforce these Terms, respond to any claims or complaints about any content you submit, or any acts or omissions by you, respond to customer service requests, protect the rights, property, safety of McCarthyFinch, any user or the public, and assist in the operation of Check This Contract and the development, training and application of artificial intelligence which will inform future product developments.

General Terms

We may update these Terms from time to time.  We will allow you to confirm your agreement to these Terms each time you use Check This Contract.

If McCarthyFinch does not exercise or enforce any rights available to McCarthyFinch under these Terms that does not constitute a waiver of those rights.

You may not assign, transfer and/or subcontract any of your rights under these Terms.

If any provision contained in these Terms is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of these Terms will remain in full force and effect and will not in any way be impaired.

Neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, Government orders, failure of suppliers, fires, floods or earthquakes.

These Terms are governed by New Zealand law, and the parties agree that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these Terms.