Scope and Structure These Terms & Conditions (“Agreement”) govern Customer’s access to and use of the software products, platforms, and related services provided by Maven Mule (”Maven Mule”). This Agreement consists of: (a) these General Terms (Part 1), (b) any applicable Product-Specific Terms (Part 2), and (c) any additional contractual documents executed or accepted by the Parties in connection with the Software or Services, including but not limited to Order Forms, Change Orders, statements of work, service-level commitments, or master service agreements (collectively, “Supplemental Documents”).
In the event of a conflict between the components of this Agreement, the following order of precedence shall apply unless expressly stated otherwise: (1) Order Forms, (2) Change Orders, (3) Product‐Specific Terms, (4) Supplemental Documents (if any), and (5) these General Terms.
Notwithstanding the foregoing, the separate Data Protection Agreement (DPA) between the Parties shall take precedence over all other documents comprising this Agreement strictly with respect to the Processing of Personal Data.
Applicability This Agreement applies to all Maven Mule software products and services, including but not limited to Doctavian and other Maven Mule products. Product‐Specific Terms supplement (and, where expressly stated, supersede) these General Terms for the applicable product.
Acceptance of Agreement By executing an Order Form, creating an account, accessing, or using the Software, Customer agrees to be bound by this Agreement. If Customer does not agree to all terms, Customer must not access or use the Software.
Updates to Agreement Maven Mule may update or modify these General Terms, the Product-Specific Terms, and applicable Supplemental Documents (excluding Order Forms and Change Orders) from time to time to reflect operational, legal, or regulatory changes. Material changes will be notified to Customer (including by posting an announcement on our website or within the Software) in advance, and continued use of the Software after the effective date constitutes acceptance of the updated terms. Updates shall not retroactively modify the commercial terms of an executed Order Form or Change Order without mutual agreement. The updated version will be indicated by a new "Last Updated" date.
Relationship to Product‐Specific Terms Each Maven Mule product may require specific operational, security, or functional terms. Such Product‐Specific Terms form Part 2 of this Agreement and apply only to the relevant product. If there is a conflict between Product‐Specific Terms and these General Terms, the Product‐Specific Terms take precedence for the applicable product.
Language This Agreement is drafted and shall be interpreted in the English language. Translations, if provided, are for convenience only and shall have no legal effect.
For the purposes of this Agreement, the following terms shall have the meanings set out below. Terms defined in this Section shall have the same meaning when used elsewhere in this Agreement.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities or the power to direct management and policies.
“Agreement” means this Terms & Conditions document (Part 1 - General Terms), together with any applicable Product‐Specific Terms (Part 2) and any Supplemental Documents executed by the Parties.
“Applicable Laws” means all laws, regulations, directives, and regulatory guidance applicable to a Party’s performance under this Agreement, including eIDAS Regulation, consumer laws (where applicable), export laws, anti-corruption laws, and any applicable data protection laws.
“Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of Croatia.
“Change Order” means a written amendment to an Order Form executed by both Parties specifying modifications to scope, fees, or timelines.
“Confidential Information” means all non‐public information disclosed by either Party that is identified as confidential or that should reasonably be understood as confidential, including Customer Content, Support Data, Fees, product documentation, system architecture, and security information. Confidential Information excludes information that is publicly available, independently developed, or lawfully obtained from a third party without breach of confidentiality.
“Customer” means the entity identified in the applicable Order Form that purchases or uses the Software or Services.
“Customer Content” means all data, documents, files, templates, metadata, and other content uploaded, processed, or stored by Customer or its Users through the Software. For clarity, Customer Content includes Customer Data (as defined under GDPR), but excludes System Data and Aggregated Data.
“Deliverable” means any work product delivered by Maven Mule under Professional Services as specified in the applicable Order Form or Change Order.
“Documentation” means all user guides, technical documentation, release notes, and similar materials made available by Maven Mule regarding use of the Software.
“Fees” means the amounts payable by Customer for the Software, Services, or subscription tiers as specified in the applicable Order Form.
“Order Form” means an ordering document executed by the Parties describing the Software, Services, quantities, Subscription Plans, Fees, and applicable product‐specific terms.
“Party” means Customer or Maven Mule; “Parties” means both of them collectively.
“Personal Data” has the meaning given to it in the separate Data Protection Agreement ("DPA”).
“Product‐Specific Terms” means additional terms applying to a specific Maven Mule product (e.g., Doctavian, Digital Signatures, Documents, CLM), forming Part 2 of this Agreement and supplementing (and, where expressly stated, superseding) the General Terms (Part 1).
“Professional Services” means implementation, configuration, integration, consulting, training, or other services provided by Maven Mule under an Order Form or Change Order, excluding Support.
“Security Incident” means any actual or reasonably suspected unauthorized access, acquisition, use, disclosure, alteration, or destruction of Customer Content or the systems used to process Customer Content, or any event that materially compromises the confidentiality, integrity, or availability of the Software or Customer Content. For clarity, Security Incident does not include:
(i) failed login attempts, pings, scans, or similar unsuccessful security events that do not compromise security; or
(ii) issues caused by Customer systems, networks, or configurations.
“Services” means all Software, Support, Professional Services, or other services provided by Maven Mule under this Agreement.
“Software” means the cloud‐based applications, platforms, and modules provided by Maven Mule under this Agreement, including any updates, improvements, or new versions made available to Customer. The Software may include multiple products (e.g., Doctavian, Digital Signatures, Documents, CLM).
“Subscription Plan” means the tier of Software subscribed to by Customer (e.g., Standard, Plus, Special Plus), including its usage entitlements and limitations, as specified in the Order Form.
“Supplemental Documents” any additional contractual documents, beside these General Terms and Product-Specific Terms, executed or accepted by the Parties in connection with the Software or Services, including but not limited to Order Forms, Change Orders, statements of work, service-level commitments, or master service agreements.
“Support” means the standard technical support services provided by Maven Mule, as described in the Support Documentation or SLA applicable to Customer’s Subscription Plan.
“Support Data” means all data provided by or on behalf of Customer for purposes of delivering Support, such as logs, screenshots, diagnostics, or configuration details. Support Data does not include Customer Content.
“Support Documentation” means the then-current support descriptions, processes, and guidelines published or otherwise made available by Maven Mule, outlining the scope of standard Support included with the applicable Subscription Plan.
“System Data” means technical logs, metadata, usage data, performance data, timestamps, and other telemetry generated by the Software during normal operation. System Data excludes Customer Content.
“SLA” / “Service Level Agreement” means the document describing Service availability, uptime commitments, maintenance windows, and Support response targets applicable to Customer's Subscription Plan. The SLA may be updated from time to time and is incorporated by reference.
“Taxes” means all applicable taxes, duties, levies, or similar government assessments, excluding taxes on Maven Mule’s income.
“User” means any individual authorized by Customer to access or use the Software.
Software Access and Functionality The Software is provided as a cloud‐based service. During the Subscription Term, Customer may access and use the Software and Documentation solely for its internal business purposes, in accordance with this Agreement, the applicable Subscription Plan, and the Order Form.
No Custom Development or Legal Sufficiency Obligations Unless expressly agreed in an Order Form or Change Order, the Software does not include:
(i) custom development, template design, workflow configuration, or document drafting;
(ii) legal review, legal advice, or guarantees of enforceability of documents executed or generated through the Software;
(iii) verification of signatory identity, intent, capacity, authority, or compliance with Customer’s legal or regulatory obligations.
Third‐Party Platforms Customer acknowledges that certain components, modules, or functionalities of the Software may rely on or interoperate with third‐party platforms or cloud providers (including SFDC, Microsoft Azure, and Google Cloud), and that the availability, performance, limitations, and service levels of such third‐party platforms are outside Maven Mule’s control. Maven Mule does not provide any warranties or assume any liability for third‐party platforms.
Customer Responsibilities Customer is solely responsible for:
(i) all Customer Content and any documents generated or transmitted through the Software;
(ii) selecting appropriate authentication, signature levels, workflows, and configuration settings;
(iii) compliance with all Applicable Laws relating to Customer’s use of the Software, documents, and transactions.
Service Changes Maven Mule may modify or update the Software from time to time to improve performance, security, reliability, or user experience, provided such changes do not materially reduce the core functionality of the Software made available to Customer under an active Subscription Plan.
License Grant Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Maven Mule grants Customer a limited, non‐exclusive, non‐transferable, non‐sublicensable, worldwide right to access and use the Software and Documentation during the Subscription Term, solely for Customer’s and its Affiliates’ internal business purposes, in accordance with the applicable Subscription Plan and Order Form. Customer remains fully responsible for all acts and omissions of its Affiliates, and such use shall not increase Customer’s entitlements under the Subscription Plan.
No Source Code Rights This Agreement does not grant Customer any right to access or use the Software’s source code, underlying algorithms, database structures, architecture, development tools, or any other non‐public technical components.
Reservation of Rights Maven Mule retains all rights, title, and interest in and to the Software, Documentation, System Data, Aggregated Data, and all associated Intellectual Property Rights. No rights are granted to Customer except as expressly set out in this Agreement.
Prohibited Actions Customer shall not, and shall not permit any User or third party to:
(i) modify, copy, adapt, translate, or create derivative works of the Software;
(ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the Software’s source code, except where such restriction is prohibited by Applicable Laws;
(iii) rent, lease, sublicense, resell, assign, distribute, or otherwise make the Software available to third parties, except as expressly permitted under this Agreement;
(iv) use the Software for service bureau, outsourcing, hosting, time‐sharing, or similar purposes;
(v) bypass, disable, or attempt to interfere with usage limits, entitlement controls, authentication requirements, document or signature volume caps, or other technical restrictions;
(vi) remove or alter proprietary notices, branding, or legal markings within the Software or Documentation;
(vii) access the Software for competitive analysis, benchmarking, development of a competing product, or any use reasonably expected to create a competing service;
(viii) use the Software in violation of Applicable Laws or the Acceptable Use Policy.
Customer Accounts and User Management Customer is solely responsible for:
(i) ensuring that only authorized Users access the Software;
(ii) safeguarding User credentials;
(iii) immediately revoking access upon role change or termination of engagement. Any access by Users is deemed access by Customer.
Usage Monitoring and Compliance Maven Mule may remotely monitor and audit Customer’s usage of the Software (including User counts, signature volume, workflow volume, API usage, and document processing) to verify compliance. If Customer exceeds its subscribed entitlements, Customer shall pay applicable overage Fees at Maven Mule’s then‐current rates.
Third‐Party Services Customer’s use of third‐party platforms or services integrated with the Software (including SFDC and Microsoft Azure) is governed solely by such third parties’ terms. Maven Mule is not responsible for the availability, performance, changes, or discontinuation of any third‐party service.
Lawful Use Only Customer shall use the Software and only in compliance with Applicable Laws. Customer shall not use the Software to engage in, promote, or facilitate any unlawful, fraudulent, harmful, or abusive activity.
Prohibited Content Customer shall not upload, transmit, process, or store any content that is:
(i) illegal, harmful, defamatory, obscene, or abusive;
(ii) malware or malicious code;
(iii) infringing upon the rights of third parties (other than Customer’s own contractual disputes);
(iv) intended to deceive, impersonate, or misrepresent identity or authority.
Security Restrictions Customer shall not attempt to:
(i) gain unauthorized access to the Software or any related system;
(ii) interfere with or disrupt the integrity, performance, or security of the Software;
(iii) conduct scanning, probing, penetration testing, or load testing without Maven Mule’s prior written approval.
No Misuse of the Service Customer shall not use the Software to:
(i) send spam or mass unsolicited communications;
(ii) perform data scraping, harvesting, or automated extraction;
(iii) conduct activities reasonably expected to overload or degrade the service.
Responsibility for Users Customer is responsible for ensuring that all Users comply with this Acceptable Use section. Any violation by a User is deemed a violation by Customer.
Enforcement Maven Mule may suspend access to the Software immediately if Customer or any User breaches this Acceptable Use section or poses a risk to the security, integrity, or lawful operation of the Software.
Support Services During the Subscription Term, Maven Mule will provide Customer with standard Support for the Software in accordance with Customer’s Subscription Plan and the applicable Support Documentation. Support includes access to MM’s service desk and technical assistance during published support hours.
Support Scope Support covers issues relating to the operation of the Software. Support does not include configuration services, template or workflow design, training, custom development, or issues caused by Customer systems, Customer Content, or third‐party platforms.
Service Levels Maven Mule provides service level commitments (“SLA”) describing availability, uptime, maintenance windows, and Support response targets. The SLA forms part of this Agreement by reference and may be updated by Maven Mule from time to time, provided that no update materially reduces Customer’s then‐current SLA entitlements for the active Subscription Term.
SLA Tiers Unless Customer purchases a higher‐tier SLA, Customer is entitled to the standard SLA applicable to its Subscription Plan. Enhanced SLA tiers (e.g., Plus, Special Plus) may be purchased separately and will apply only if expressly stated in the Order Form.
Third‐Party Dependencies The SLA does not apply to unavailability or performance issues caused by:
(i) Customer systems or networks,
(ii) third‐party platforms or services (including SFDC or Microsoft Azure),
(iii) factors outside Maven Mule’s reasonable control, or
(iv) Customer’s failure to comply with this Agreement.
Sole Remedy Customer’s sole and exclusive remedy for any failure to meet the SLA is the service credits (if any) specified in the SLA. Service credits are not refundable and may only be applied to future Fees.
Security Program Maven Mule maintains an information security program designed to protect the security, integrity, and confidentiality of the Software and Customer Content, consistent with industry‐standard administrative, technical, and organizational measures. The program covers security domains such as access control, encryption, information classification, secure operations, backup, business continuity and disaster recovery, incident response, and third‐party risk management, as described in Maven Mule’s internal security policies and procedures.
Encryption Maven Mule implements encryption of Customer Content in transit and at rest using industry‐standard cryptographic protocols, consistent with its internal cryptographic controls.
Access Controls Maven Mule enforces role‐based access controls and the principle of least privilege, ensuring that internal access to Customer Content is restricted to authorized personnel and only for purposes of providing the Software or Support.
Customer Responsibilities Customer is solely responsible for:
(i) securing its own systems, devices, networks, and identity mechanisms used to access the Software;
(ii) maintaining the confidentiality of User credentials; and
(iii) configuring authentication, signature levels, workflows, and document processes in accordance with its internal policies, legal requirements, and risk tolerance.
No Guarantee of Prevention Customer acknowledges that, although Maven Mule maintains industry‐standard security measures, no internet‐based service can be fully protected against all security threats.
Incident Notification In the event of a confirmed Security Incident affecting Customer Content, Maven Mule will notify Customer without undue delay in accordance with its legal obligations. Incident response activities are conducted in line with Maven Mule’s internal incident management procedures.
No Incorporation of Internal Policies Nothing in this Agreement shall be interpreted as incorporating Maven Mule's internal security policies, procedures, or documentation as contractual obligations toward Customer. Maven Mule may update such internal documents at any time.
Data Protection Agreement: To the extent that Maven Mule processes any Personal Data on behalf of Customer in connection with the Software or Services, the Parties agree that such processing shall be governed exclusively by Maven Mule’s Data Protection Agreement ("DPA"), which is incorporated herein by reference.
Precedence: The DPA sets out the Parties' respective obligations regarding roles, security measures, subprocessors, cross-border transfers, incident notification, and data subject rights. In the event of any conflict or inconsistency between this Agreement and the DPA relating to the processing of Personal Data, the terms of the DPA shall strictly prevail.
Fees Customer shall pay the Fees specified in the applicable Order Form or as processed through the Marketplace listing used to acquire the Software. Fees correspond to the Subscription Plan purchased and any additional usage‐based or overage Fees, where applicable.
Payment Channels
(i) Marketplace Purchases Where Customer acquires the Software through the Microsoft Marketplace or any other Marketplace, all billing, invoicing, payment processing, renewals, and applicable taxes are handled exclusively by the Marketplace provider in accordance with its terms.
(ii) Direct Purchases Where Customer acquires the Software directly from Maven Mule, invoices shall be issued as set out in the applicable Order Form.
Payment Terms (Direct Purchases) Unless otherwise specified in an Order Form, undisputed invoices issued by Maven Mule are due within thirty (30) days of the invoice date. Customer is responsible for providing accurate billing information and keeping it updated.
Late Payments Overdue amounts may accrue interest at the lesser of: (i) 1.5% per month, or
(ii) the maximum rate permitted by Applicable Laws. Maven Mule may suspend access to the Software for non‐payment after providing at least seven (7) days’ prior written notice.
No Refunds Except as expressly stated in this Agreement, all Fees are non‐cancellable and non‐refundable.
Taxes Fees are exclusive of taxes, levies, duties, or similar assessments. Customer is responsible for all such Taxes associated with its purchases under this Agreement, except for taxes based on Maven Mule’s income. Any required withholding shall be grossed‐up to ensure Maven Mule receives the amount it would have received absent such withholding.
Fee Adjustments at Renewal Upon renewal of any Subscription Term, Maven Mule may adjust Fees to its then‐current standard pricing. Any increase will be communicated to Customer prior to the renewal date.
Overage Fees If Customer exceeds any usage or entitlement limits within the purchased Subscription Plan, overage Fees apply at Maven Mule’s then‐current rates, unless otherwise specified in the Order Form.
Currency Fees are payable in the currency specified in the applicable Order Form or Marketplace listing.
Subscription Term The Subscription Term for the Software is as set out in the applicable Order Form or Marketplace listing. Each Subscription Term begins on the start date specified therein and continues for the duration purchased by Customer.
Renewal Unless otherwise stated in the Order Form or Marketplace listing, each Subscription Term will automatically renew for successive periods equal in length to the initial Subscription Term, at Maven Mule’s then‐current pricing, unless either Party provides written notice of non‐renewal at least thirty (30) days before the end of the then‐current Subscription Term.
Termination for Cause Either Party may terminate this Agreement or the applicable Subscription Term with immediate effect by written notice if the other Party:
(i) commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice; or
(ii) becomes insolvent, enters liquidation, or is otherwise unable to continue its business operations.
Suspension for Non‐Payment or Risk Maven Mule may suspend Customer’s access to the Software immediately if:
(i) Customer fails to pay any undisputed invoice within the payment terms and does not cure such failure within seven (7) days after receiving notice; or
(ii) Customer or any User breaches the Acceptable Use section or engages in conduct that poses a security, operational, or legal risk to the Software or to other customers. Suspension will be limited to the minimum scope necessary to address the issue.
Termination for Extended Suspension If a suspension from previous paragraph continues for more than fifteen (15) days and the underlying issue has not been resolved, Maven Mule may terminate the applicable Subscription Term immediately upon written notice.
Effect of Termination Upon termination or expiration of a Subscription Term:
(i) Customer’s right to access Services (including the Software and any product components) immediately ends;
(ii) Customer shall pay all outstanding Fees;
(iii) upon Customer’s written request made within thirty (30) days of termination, Maven Mule will make available a copy of Customer Content in a commonly used format;
(iv) after such period, Maven Mule may delete Customer Content, subject to its internal retention, backup, archival policies and the provisions of DPA.
No Refunds on Termination Except as expressly stated in this Agreement, termination does not entitle Customer to any refund of Fees.
Survival Sections concerning confidentiality, intellectual property, indemnification, limitations of liability, payment obligations, governing law, dispute resolution, and any other provisions intended to survive termination shall remain in effect.
Cap on Liability To the maximum extent permitted by Applicable Laws, each Party’s total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total Fees paid by Customer to Maven Mule under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim. For the avoidance of doubt, this limitation constitutes a single aggregate cap applicable to all claims under this Agreement, regardless of the number of incidents, claims, or legal theories asserted.
No Indirect Damages To the maximum extent permitted by Applicable Laws, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including loss of profits, revenue, data, business interruption, or anticipated savings, even if such damages were foreseeable or the Party was advised of the possibility of such damages, whether arising in contract, tort, statute, equity, or otherwise.
Exceptions The limitations in this Section shall not apply to:
(i) a Party’s indemnification obligations under this Agreement,
(ii) a Party’s breach of its confidentiality obligations,
(iii) a Party’s fraud, gross negligence, or willful misconduct,
(iv) liability that cannot be limited or excluded under Applicable Laws.
Exclusive Remedies Except for the remedies explicitly set out in this Agreement, the remedies provided under this Agreement are the Parties’ sole and exclusive remedies for any claims arising from or relating to the Software or Services.
Indemnification by Maven Mule Maven Mule shall defend Customer against any third‐party claim alleging that Customer’s permitted use of the Software infringes a third party’s intellectual property rights (“IP Claim”). Maven Mule shall indemnify Customer for any damages and costs finally awarded by a court of competent jurisdiction, or agreed in a settlement approved in writing by Maven Mule, arising from such IP Claim. Maven Mule shall have no liability under this Section to the extent an IP Claim arises from:
(i) Customer Content;
(ii) use of the Software in violation of this Agreement;
(iii) modifications to the Software not made or authorized by Maven Mule; or
(iv) combination of the Software with any product, data, or service not provided by Maven Mule.
Indemnification by Customer Customer shall defend and indemnify Maven Mule from any third‐party claim, demand, or proceeding arising out of or related to:
(i) Customer Content;
(ii) Customer’s or any User’s use of the Software in breach of this Agreement or the Acceptable Use Policy;
(iii) Customer’s violation of Applicable Laws; or
(iv) claims brought by Users, signatories, or other third parties relating to Customer’s configuration, templates, workflows, authentication methods, or use of the Software in the context of Customer’s business processes.
Conduct of Claims The indemnifying Party’s obligations under this Section are subject to the indemnified Party:
(i) promptly notifying the indemnifying Party of the claim;
(ii) granting the indemnifying Party sole control of the defense and settlement; and
(iii) providing reasonable assistance at the indemnifying Party’s expense. The indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent if the settlement imposes any admission of liability or any non‐monetary obligations on the indemnified Party.
Sole Remedy This Section sets out the indemnified Party’s sole and exclusive remedy for the type of claims covered by this Section.
Limited Warranty Maven Mule warrants that, during the Subscription Term, the Software will perform substantially in accordance with the Documentation. Customer’s exclusive remedy for breach of this warranty shall be for Maven Mule to use commercially reasonable efforts to correct the non‐conformity.
No Other Warranties Except as expressly stated in this Agreement, the Software and Services are provided “as is” and “as available.” Maven Mule disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, or non‐infringement.
No Guarantee of Outcomes Maven Mule does not warrant that:
(i) the Software will be uninterrupted, error‐free, or secure;
(ii) the Software will meet Customer’s legal, regulatory, or business requirements;
(iii) third‐party platforms (including SFDC, Azure, or integrated services) will be continuously available or operate without disruption; or
(iv) Customer Content, templates, workflows, or configurations are legally sufficient, enforceable, or appropriate for any particular transaction or jurisdiction.
Customer Responsibility Customer is solely responsible for:
(i) selecting appropriate signature levels, authentication methods, and workflows;
(ii) the accuracy, legality, and completeness of Customer Content; and
(iii) determining the legal sufficiency and compliance requirements of its documents and transactions.
No Legal Advice Maven Mule is not a law firm and does not provide legal advice. Any information relating to legal frameworks, regulations, or compliance is provided for general informational purposes only.
Definition of Confidential Information “Confidential Information” means any non‐public, proprietary, commercial, financial, technical, operational, security‐related, or business information disclosed by either Party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, and whether designated as confidential or that a reasonable person would understand to be confidential. Confidential Information includes, without limitation:
(i) Customer Content;
(ii) account credentials, security information, system architecture, and technical documentation;
(iii) business processes, product roadmaps, pricing information, and commercial terms; and
(iv) analyses, notes, compilations, or other materials derived from Confidential Information.
Exclusions Confidential Information does not include information that the Receiving Party can demonstrate:
(i) is or becomes publicly available without breach of this Agreement;
(ii) was lawfully known to the Receiving Party prior to disclosure without confidentiality obligations;
(iii) is received from a third party without breach of a confidentiality obligation; or
(iv) is independently developed without use of the Disclosing Party’s Confidential Information.
Confidentiality Obligations The Receiving Party shall:
(i) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable standard of care;
(ii) use the Confidential Information solely for purposes of performing its obligations under this Agreement;
(iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisers who have a strict need to know and are bound by confidentiality obligations no less protective than those in this Agreement.
Protection Measures Each Party remains responsible for any breach of this Section by its Representatives. If the Receiving Party discovers any unauthorized access, use, or disclosure of Confidential Information, it shall promptly notify the Disclosing Party.
Compelled Disclosure The Receiving Party may disclose Confidential Information if required by law or court order, provided (to the extent legally permitted) it gives the Disclosing Party prompt notice to allow it to seek protective measures.
Duration Confidentiality obligations apply:
(i) for Customer Content until such content is deleted by Maven Mule in accordance with this Agreement; and
(ii) for all other Confidential Information for five (5) years after the date of disclosure.
Return or Deletion Upon termination or upon written request, the Receiving Party shall delete or return the Disclosing Party’s Confidential Information, except where retention is required under Applicable Laws or where such deletion is infeasible due to standard backup and archival systems, in which case such Confidential Information shall remain subject to this Section.
No Rights Granted This Section does not grant either Party any licenses or rights (express or implied) to the other Party’s Confidential Information except as necessary to perform this Agreement.
Ownership of Products, Software and Documentation Maven Mule and its licensors retain all rights, title, and interest in and to the Software, the Services, the Documentation, the underlying platforms, architectures, designs, algorithms, interfaces, modules, integrations, workflows, product‐specific components (including those relating to Doctavian, Digital Signature, Documents, CLM), and all related Intellectual Property Rights. No ownership rights are transferred to Customer under this Agreement. All rights not expressly granted are reserved.
Customer Content Customer retains all rights, title, and interest in Customer Content. Customer grants Maven Mule a non‐exclusive, worldwide, royalty‐free license to host, copy, process, transmit, and display Customer Content as necessary to provide the Software, Support, and related services under this Agreement.
Exclusion of Customer Templates Customer templates, documents, forms, or contractual structures configured or uploaded by Customer are Customer Content. Templates, examples, default structures, workflows, or configuration frameworks provided by Maven Mule are Maven Mule IP.
Feedback If Customer or its Users provide ideas, enhancement requests, feedback, recommendations, or other suggestions relating to the Software (“Feedback”), Maven Mule may freely use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without restriction or obligation to Customer. Feedback is not considered Confidential Information of Customer.
No Implied Rights Except for the limited license expressly granted under this Agreement, no licenses or rights (whether by implication, estoppel, or otherwise) are granted to Customer with respect to any Software, Services, or Intellectual Property Rights of Maven Mule.
Restrictions Customer shall not, and shall not permit any User or third party to:
(i) access or use any Software, or an component thereof for the purpose of building, training, or improving a competing product or service;
(ii) reproduce, modify, translate, adapt, or create derivative works of the Software;
(iii) decompile, disassemble, reverse engineer, or attempt to extract source code, underlying ideas, or product architecture;
(iv) remove or alter any proprietary notices;
(v) use the Software except as permitted under the License Grant.
Third‐Party Technologies The Software may include or interoperate with third‐party technologies, components or open‐source libraries. All such third‐party materials remain subject to their applicable licenses, and Customer shall comply with all such terms.
Reservation of Rights Nothing in this Agreement prevents Maven Mule from independently developing, using, licensing, commercializing, or providing products or services that are similar to or competitive with the Software, provided Maven Mule does not use Customer Confidential Information or Customer Content in doing so.
Governing Law This Agreement, and any non‐contractual obligations arising out of or in connection with it, shall be governed by and construed exclusively in accordance with the laws of the Republic of Ireland, excluding its conflict‐of‐law rules.
Arbitration Any dispute, controversy, or claim arising out of or in connection with this Agreement (a “Dispute”) shall be finally resolved by international arbitration administered by the International Chamber of Commerce (ICC) in accordance with the ICC Rules of Arbitration then in effect. The following shall apply:
(i) Seat of arbitration: Dublin, Ireland
(ii) Language: English
(iii) Number of arbitrators: One
(iv) The arbitrator shall have demonstrable experience in commercial technology, software, SaaS, or data‐related matters.
Interim Relief Nothing in this Section prevents either Party from seeking interim, emergency, conservatory, or injunctive relief from the courts of any competent jurisdiction, including measures necessary to protect Confidential Information, Intellectual Property Rights, or to prevent material and irreparable harm.
Finality The arbitral award shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.
Assignment Customer may not assign, transfer, or delegate this Agreement, in whole or in part, without Maven Mule’s prior written consent. Any attempted assignment in violation of this Section is void. Maven Mule may assign this Agreement freely, including to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.
Subcontractors Maven Mule may use subcontractors or third‐party service providers in the performance of the Software or Services. Maven Mule remains responsible for the acts and omissions of its subcontractors.
Independent Contractors The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
Governing Agreement for Order Forms All Order Forms are governed by and incorporated into this Agreement. In case of conflict, the order of precedence set out in Section 1.1 applies.
Force Majeure Neither Party shall be liable for delays or failures in performance due to events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor disputes, power outages, infrastructure failures, or widespread internet disruptions. Force majeure does not excuse Customer’s payment obligations.
Notices All notices under this Agreement shall be in writing and delivered:
(i) by email to the email addresses specified in the Order Form;
(ii) by courier or registered mail to the registered business address of the Parties; or
(iii) by electronic notification through the Marketplace (for Marketplace purchases). Notices are deemed received upon confirmed delivery or, for email, when sent without bounce‐back.
Publicity Customer agrees that Maven Mule may include Customer’s name and logo in its standard customer lists, marketing materials, and website. Any other public reference, case study, testimonial or quote requires Customer’s prior written approval (email sufficient). Customer may revoke permission for future marketing use at any time by written notice to Maven Mule.
No Waiver Failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. A waiver must be in writing and signed by the waiving Party.
Severability If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall replace the invalid provision with one that most closely reflects the intended commercial effect.
Entire Agreement This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous proposals, understandings, or agreements, whether written or oral, relating to such subject matter.
Amendments Maven Mule may update these General Terms as described in Section 1. Any amendments to commercial terms contained in an executed Order Form must be mutually agreed in writing.
Interpretation Headings in this Agreement are for convenience only and do not affect interpretation. The terms “including” and “include” mean “including without limitation”.
No Third‐Party Beneficiaries This Agreement does not confer any rights on any third party, except where expressly stated otherwise.
Export Compliance Customer shall comply with all applicable export control and sanctions laws regarding its use of the Software. Maven Mule may restrict access where required by law.
These Doctavian Product‐Specific Terms apply solely to Customer’s access to and use of the Doctavian product and its related functionalities and components. For the avoidance of doubt, these Doctavian Product‐Specific Terms do not apply to any other Maven Mule products unless expressly stated otherwise.
Technical Nature of the Software Doctavian is provided as a technical software tool enabling document‐related workflows and automation. Customer acknowledges that Doctavian does not provide legal, regulatory, compliance, or professional advice of any kind and does not replace legal review, human decision‐making, or professional judgment.
Customer Responsibility for Use and Outcomes Customer is solely and exclusively responsible for:
(a) the content, structure, accuracy, and legal sufficiency of all documents, templates, data, and workflows created, generated, or processed through Doctavian,
(b) the intended legal, business, or operational effect of any document or transaction processed through Doctavian, and
(c) compliance with all Applicable Laws, industry‐specific regulations, and internal corporate policies applicable to Customer’s use of Doctavian.
No Reliance on Software Outputs Customer acknowledges and agrees that any document, output, workflow result, or automated process generated through Doctavian is provided solely as a result of Customer‐defined configurations and inputs. Customer shall not rely on Doctavian, or on any output generated by Doctavian, as a substitute for legal, regulatory, or professional advice.
Obligation to Review and Verify Notwithstanding any automation or workflow functionality provided by Doctavian, Customer (or its authorized Users) must perform a final review of all documents and outputs prior to execution, distribution, or reliance thereon. Maven Mule shall have no liability arising from Customer’s failure to review or verify any such output.
No Guarantee of Legal Effect Maven Mule makes no representation or warranty, express or implied, regarding the legal validity, enforceability, admissibility, or evidentiary value of any document or transaction processed, generated, or executed through Doctavian. Any determination regarding such matters remains solely with the Customer.
Hosting Environment Doctavian is provided as a cloud‐based software solution hosted on third-party cloud infrastructure, including Microsoft Azure.
Data Residency Doctavian’s primary and default hosting region for Customer Content and platform data is West Europe. To ensure high availability, disaster recovery, and data durability, we utilize the paired North Europe region as our secondary location for data, replication, and backup purposes. Additionally, the Customer may choose to use alternative primary and secondary regions subject to a mutual written agreement. For any further details or specific inquiries regarding our data residency practices and hosting infrastructure, please feel free to contact us at contact@doctavian.com.
Multi‐Tenancy and Data Isolation Doctavian operates within a shared cloud environment, with logical access controls applied in accordance with the access control principles described in this Section.
Access Controls Maven Mule implements logical access controls designed to restrict access to Doctavian environments and Customer Content on a need-to-know and least-privilege basis, using a role-based access control (RBAC) approach where applicable. Access to cloud portals, critical business applications, and databases used to operate Doctavian is governed through a centralized identity and authentication system using Single Sign-On (SSO). Multi-factor authentication (MFA) is required for users within the identity provider. Access provisioning and any grant, change, or revocation of access is subject to documented authorization prior to access being granted. User access is revoked upon termination notification and access rights are reviewed at least quarterly. Privileged access is restricted to authorized administrators and is managed using a Privileged Access Management (PAM) solution. Authentication activity and access events are logged, including logon attempts and failures, successful logons, and logon/logoff timestamps, where technically feasible.
Emergency/Exceptional Access Any privileged or exceptional access required for maintenance, support, or security purposes is subject to the access control requirements set out above, including documented authorization, MFA, PAM-controlled privileged access, and logging.
Cryptographic Controls Customer Content and system data processed by Doctavian is encrypted in transit over public networks using TLS/SSL (or equivalent) and encrypted at rest using cloud-managed encryption. A cloud-based key management service is used to generate, control, and rotate cryptographic keys used for service operations.
No Platform Warranty Customer acknowledges that the availability and performance of Doctavian may be affected by the underlying Microsoft Azure infrastructure. Except as expressly set forth in the Agreement, Maven Mule shall not be liable for service interruptions, performance degradation, or data unavailability resulting from outages, failures, or changes to Microsoft Azure services that are beyond Maven Mule’s reasonable control.
Marketplace Purchases Where Customer purchases a Doctavian subscription through the Microsoft Commercial Marketplace, Customer acknowledges that such purchase is made via a third‐party marketplace provider and not directly from Maven Mule.
Invoicing and Payment Processing For Doctavian subscriptions purchased through the Microsoft Commercial Marketplace, all invoicing, payment processing, collection of applicable Taxes, and handling of payment‐related disputes are performed exclusively by Microsoft in accordance with the Microsoft Commercial Marketplace terms. Maven Mule does not process payments for such Marketplace purchases.
Marketplace Terms Customer’s Marketplace purchase of Doctavian is subject to and governed by the applicable Microsoft Commercial Marketplace terms. Any disputes relating solely to billing, payment failures, refunds, or chargebacks in connection with a Marketplace purchase must be resolved directly between Customer and Microsoft.
License Entitlement and Account Standing Notwithstanding payment made to Microsoft, Customer’s right to access and use Doctavian under this Agreement is conditional upon Microsoft confirming to Maven Mule that Customer’s Marketplace subscription is active and in good standing. Maven Mule shall have no obligation to provide access to Doctavian where Microsoft notifies Maven Mule of a suspension, cancellation, or payment delinquency affecting Customer’s Marketplace subscription.
Suspension Following Marketplace events Maven Mule reserves the right to suspend Customer’s access to Doctavian, in whole or in part, where:
(a) Microsoft notifies Maven Mule of a payment delinquency, suspension, or termination relating to Customer’s Marketplace subscription, or
(b) Customer’s Marketplace subscription is otherwise canceled or rendered inactive through the Marketplace provider. Any such suspension shall not constitute a breach of this Agreement by Maven Mule.
Dependency on Third‐Party Platforms Customer acknowledges that Doctavian operates on and is dependent upon third‐party platforms, services, and infrastructure components provided by third parties, including without limitation Microsoft Azure (each, a “Third‐Party
Platform”).
No Control Over Third‐Party Platforms Maven Mule does not own, operate, or control any Third‐Party Platform and shall have no responsibility for the availability, performance, security, continuity, or operation of any Third‐Party Platform.
Exclusion of Liability for Third‐Party Platform Failures Except to the extent expressly caused by Maven Mule’s faulty configuration of the Doctavian Software, Maven Mule shall not be liable for any service interruption, performance degradation, data unavailability, or failure of Doctavian resulting from outages, errors, changes, suspension, or termination of any Third‐Party Platform or related services.
Customer Obligations in Relation to Third‐Party Platforms Customer is solely responsible for obtaining, maintaining, and complying with all applicable licenses, subscriptions, and usage terms required for the use of any Third‐Party Platform in connection with Doctavian.
No Extension of Third‐Party Commitments Nothing in these Doctavian Product‐Specific Terms shall be construed as extending, modifying, or incorporating any commitments, warranties, or service levels offered by any Third‐Party Platform provider into this Agreement.
Customer Responsibility for Content and Metadata Customer is solely responsible for the accuracy, completeness, and correctness of all documents, data, metadata, tags, classifications, and attributes applied to documents processed through Doctavian. Maven Mule does not review, validate, or verify the substantive content of any document or the correctness of any metadata or classification applied by the Customer or its Users.
Configuration and Permission Settings Customer is solely responsible for configuring document access controls, permissions, roles, and internal visibility settings within Doctavian. Maven Mule shall have no liability for unauthorized access, disclosure, or use of documents resulting from Customer‐defined permission settings, role assignments, or misconfiguration.
Processing in Accordance with the Agreement Subject to Customer’s correct configuration and use of the Software, Maven Mule shall process and store documents and related data in accordance with the security, confidentiality, and data protection standards set forth in the Agreement. For the avoidance of doubt, Maven Mule is not responsible for the substantive content of documents or for the legal, regulatory, or business consequences arising from such content.
No Liability for Misconfiguration or Improper Use Maven Mule shall not be liable for any errors, data loss, security incidents, or adverse outcomes arising from:
(a) incorrect or incomplete metadata, tagging, or document classification applied by Customer or its Users,
(b) Customer’s failure to implement appropriate access controls or internal governance procedures, or
(c) Customer’s use of Doctavian in a manner inconsistent with the Agreement or applicable Documentation. Customer Governance Obligations Customer is responsible for establishing and maintaining appropriate internal governance, review, and approval procedures in connection with the use of Doctavian, including periodic reviews of document access, metadata accuracy, and permission settings.
Subscription‐Based Entitlements Customer’s right to access and use Doctavian is subject to the applicable Subscription Plan and usage entitlements specified in the relevant Order Form, Change Order, or authorized Marketplace listing. Such entitlements may include limitations related to document volume, transaction counts, Users, workflows, storage, or other consumption‐based metrics, as applicable.
Compliance with Usage Limits Customer shall ensure that its use of Doctavian remains within the scope of the applicable Subscription Plan at all times. Any use of Doctavian in excess of the agreed usage limits constitutes unauthorized use of the Software. Usage Monitoring Maven Mule reserves the right to monitor Customer’s usage of Doctavian for the purpose of verifying compliance with the applicable Subscription Plan and usage entitlements. Such monitoring may include the review of technical usage data, logs, and System Data generated by the Software.
Excess Usage Where Customer exceeds the applicable usage limits, Maven Mule may, at its discretion:
(a) require Customer to purchase additional capacity, licenses, or an upgraded Subscription Plan,
(b) invoice Customer for excess usage in accordance with Maven Mule’s then‐current rates, or
(c) suspend the affected portion of the Doctavian Software until such excess usage is remedied. Any suspension pursuant to this Section shall not relieve Customer of its payment obligations.
No Circumvention Customer shall not circumvent, disable, or attempt to bypass any technical controls, usage limits, or enforcement mechanisms implemented in Doctavian. Any such circumvention constitutes a material breach of the Agreement.
Marketplace Subscriptions For Doctavian subscriptions purchased through the Microsoft Commercial Marketplace, usage entitlements are determined by the applicable Marketplace subscription and confirmed to Maven Mule by Microsoft. Maven Mule shall have no obligation to provide usage capacity beyond the entitlements confirmed through the Marketplace.
Customer Content All documents, templates, data, and metadata uploaded to or generated through Doctavian by or on behalf of Customer constitute Customer Content. As between the Parties, Customer retains all right, title, and interest in and to Customer Content, subject to the limited rights granted to Maven Mule under the Agreement solely for the purpose of providing the Doctavian Software.
System Data Generated by Doctavian In the course of operating Doctavian, the Software generates technical and operational data, logs, and metadata that do not contain the substantive content of Customer Content, including without limitation timestamps, transaction identifiers, workflow status data, audit trails, cryptographic hashes, and system performance metrics (“System Data”). System Data is used by Maven Mule for the operation, maintenance, security, monitoring, and improvement of the Software.
Ownership and Use of System Data As between the Parties, Maven Mule retains all right, title, and interest in and to System Data. Maven Mule may use System Data in an aggregated and anonymized form for internal business purposes, including analytics, service optimization, security monitoring, and product improvement, provided that such use does not identify Customer or disclose Customer Content.
No Substantive Content Processing For the avoidance of doubt, System Data does not include the substantive text, structure, or legal content of Customer documents. Maven Mule does not analyze, interpret, or validate the legal meaning or commercial intent of documents processed through Doctavian.
Personal Data and DPA To the extent that Personal Data is included in Customer Content or otherwise processed through Doctavian, such processing is governed exclusively by the applicable Data Processing Agreement (“DPA”) and the data protection provisions of the General Terms. Nothing in these Doctavian Product‐Specific Terms modifies or expands Maven Mule’s obligations under the DPA.
Retention of System Data Maven Mule may retain System Data for the duration and to the extent reasonably necessary for the purposes described in this Section, including to support auditability, security investigations, compliance obligations, and dispute resolution, subject always to applicable law.
Standard Product Offering Doctavian is provided as a standard, off‐the‐shelf software product. Except as expressly agreed in writing in an applicable Order Form, Statement of Work, or Change Order, Maven Mule has no obligation to develop, customize, modify, or enhance Doctavian to meet Customer‐specific requirements.
Separation of Product and Professional Services Any implementation, configuration, integration, consulting, or other professional services in connection with Doctavian shall be provided, if at all, solely as expressly agreed in an applicable Order Form, Statement of Work, or Change Order, and are not included as part of the Doctavian Software license or subscription.
No Reliance on Future Functionality Customer acknowledges that it has not relied on the availability of any future functionality, feature, enhancement, or product roadmap in entering into this Agreement. Any descriptions of potential future features or product plans, whether communicated orally or in writing, are provided for informational purposes only and do not constitute binding commitments.
Product Changes Maven Mule reserves the right to modify, update, or discontinue features of Doctavian in the ordinary course of product development, provided that such changes do not materially reduce the core functionality of Doctavian during the applicable Subscription Term.
No Legal or Regulatory Outcome Disclaimer Customer acknowledges that Doctavian is a technical software tool and that Maven Mule does not provide any legal, regulatory, compliance, or professional advice in connection with Customer’s use of Doctavian. Maven Mule does not guarantee that any document, workflow, or transaction processed through Doctavian will be legally valid, enforceable, admissible, or compliant with Applicable Laws.
No Guarantee of Business Results Maven Mule makes no representation or warranty that the use of Doctavian will achieve any particular business, operational, or commercial outcome for the Customer.
No Verification of Identity or Authority Maven Mule does not verify the identity, authority, capacity, or intent of any signatory, counterparty, or user involved in a document execution process, except to the extent explicitly provided by the selected configuration or third‐party service.
No Reliance on Automation Customer acknowledges that any automation provided by Doctavian operates solely based on Customer‐defined configurations, inputs, templates, and workflows. Maven Mule shall have no liability arising from Customer’s reliance on automated outputs without appropriate human review or validation.
No Third‐Party Acceptance Guarantee Maven Mule does not warrant or represent that any third party, counterparty, court, regulator, or authority will accept, recognize, or rely upon any document or transaction processed or generated through Doctavian.
Scope of Disclaimers The disclaimers set forth in this Section apply solely to Doctavian and supplement, and do not limit or modify, the general disclaimers set forth in the General Terms.
Last updated: August 13th, 2026
