Terms of Service

Effective Date: November 2, 2025

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity) and ClauseoAI LLC ("ClauseoAI," "we," "us," or "our") governing your access to and use of the ClauseoAI website, applications, and services (collectively, the "Service").

By creating an account, accessing, or using the Service, you represent that: (a) you are at least 18 years old; (b) you have the legal capacity to enter into a binding contract; and (c) if accepting on behalf of an organization, you have authority to bind that organization to these Terms.

2. Description of Service

ClauseoAI provides an AI-powered contract management platform that allows users to upload, analyze, and track vendor contracts. The Service includes features such as:

• AI-powered contract analysis and extraction of key terms
• Renewal date tracking and automated email alerts
• Risk scoring and clause identification
• Dashboard for managing multiple contracts
• Export and reporting capabilities

The Service is intended for business use only.

3. User Accounts and Registration

• Account Creation: You must provide accurate, current, and complete information during registration and keep your account information updated.
• Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
• Account Responsibility: You agree to immediately notify us of any unauthorized use of your account or any other breach of security.
• One Account Per User: You may not create multiple accounts or share accounts with others.
• Account Suspension: We reserve the right to suspend or terminate your account for violations of these Terms.

4. Customer Content and Intellectual Property

4.1 Your Content

"Customer Content" means all contracts, documents, data, files, prompts, and other materials you upload, submit, or otherwise provide to the Service. You retain all ownership rights in your Customer Content.

4.2 License to Us

You grant ClauseoAI a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, process, display, and analyze your Customer Content solely to provide, maintain, and improve the Service and fulfill your requests.

4.3 Data Usage

WE DO NOT:

• Sell or share your Customer Content with third parties for their marketing purposes
• Use your Customer Content to train third-party AI models without your consent
• Claim ownership of your Customer Content

We MAY use aggregated, anonymized, non-personally identifiable data derived from Customer Content to improve our AI models, Service performance, and analytics. This data cannot be used to identify you or your organization.

4.4 Our Intellectual Property

The Service, including all software, algorithms, AI models, designs, trademarks, logos, and content (excluding Customer Content), is owned by ClauseoAI and protected by copyright, trademark, patent, and other intellectual property laws. You may not copy, modify, distribute, reverse engineer, or create derivative works without our explicit written permission.

4.5 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, implement, and commercialize such feedback without any obligation to you.

5. AI-Generated Output and Disclaimer

CRITICAL DISCLAIMER: The Service uses artificial intelligence to analyze contracts and generate output ("AI Output"), including summaries, extracted terms, risk scores, and recommendations.

• Informational Only: AI Output is provided for informational purposes only and DOES NOT constitute legal advice, professional advice, or a substitute for review by a qualified attorney.
• No Guarantee of Accuracy: AI models can make errors, produce incomplete results, or misinterpret contract language. You are solely responsible for reviewing, verifying, and validating all AI Output.
• Your Responsibility: You assume all risk and liability for decisions made based on AI Output. We are not responsible for any losses, damages, or legal consequences resulting from your reliance on AI Output.
• Legal Review Required: For important contracts or legal decisions, you should always consult with a licensed attorney.

6. Acceptable Use Policy

You agree NOT to:

• Upload illegal, infringing, defamatory, obscene, or harmful content
• Violate any applicable laws, regulations, or third-party rights
• Upload malware, viruses, or any code designed to disrupt or damage the Service
• Attempt to gain unauthorized access to the Service, other users' accounts, or our systems
• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Use the Service to build a competing product or service
• Scrape, crawl, or use automated tools to access the Service without permission
• Transmit spam, unsolicited communications, or engage in phishing
• Impersonate any person or entity or misrepresent your affiliation
• Upload content that infringes copyright, trademark, patent, trade secret, or other intellectual property rights
• Use the Service in any manner that could disable, overburden, or impair our servers

7. Subscription Plans, Fees, and Payment

7.1 Plans and Pricing

We offer Free, Starter ($29/month), Pro ($79/month), and Enterprise ($199/month) subscription plans. Pricing and features are described on our website and subject to change with notice.

7.2 Payment Terms

• Payment Processing: Payments are processed securely by Stripe. You agree to provide accurate payment information.
• Billing Cycle: Paid subscriptions are billed monthly or annually (if offered) in advance.
• Auto-Renewal: Subscriptions automatically renew for successive terms at the then-current rate unless you cancel before the renewal date.
• Price Changes: We may change pricing with at least 30 days' notice. Continued use after price change constitutes acceptance.
• Taxes: Fees exclude applicable taxes (sales tax, VAT, GST). You are responsible for all taxes except our income taxes.

7.3 Refunds

ALL FEES ARE NON-REFUNDABLE except as required by law or as explicitly stated in a promotional offer. We do not provide refunds for partial months or unused portions of a subscription.

7.4 Late Payments and Suspension

If payment fails, we may suspend access to the Service after notice. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). You are responsible for all collection costs.

8. Free Trial and Beta Features

• We may offer free trials or beta features with limited functionality.
• Trials and beta features are provided "AS IS" without warranties.
• We may discontinue trials or beta features at any time without notice.
• Data from beta features may not be retained or migrated to production.

9. Term, Termination, and Cancellation

9.1 Term

These Terms remain in effect while you use the Service.

9.2 Termination by You

You may cancel your subscription at any time through account settings. Cancellation takes effect at the end of the current billing cycle. Prepaid fees are non-refundable.

9.3 Termination by Us

We may suspend or terminate your access immediately, without notice, if:

• You violate these Terms or our Acceptable Use Policy
• You fail to pay fees when due
• Your use poses a security risk or legal liability
• We are required to do so by law
• We discontinue the Service (with 30 days' notice)

9.4 Effect of Termination

• Upon termination, your right to use the Service immediately ceases.
• You will lose access to your account, dashboard, and uploaded contracts.
• We will delete or anonymize your Customer Content within 30 days (subject to legal retention requirements).
• You may request an export of your data within 30 days of termination by emailing team@clauseoai.com.
• Sections that by their nature should survive (e.g., Disclaimers, Limitation of Liability, Indemnification) will survive termination.

10. DISCLAIMERS AND WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT (INCLUDING AI OUTPUT) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.

WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Service will be uninterrupted, error-free, secure, or virus-free
• Warranties regarding the accuracy, reliability, completeness, or timeliness of AI Output or other content
• Warranties that defects will be corrected or that the Service meets your requirements

YOU ACKNOWLEDGE THAT: (a) AI models can produce inaccurate, incomplete, or misleading results; (b) you use the Service at your own risk; (c) you are solely responsible for verifying AI Output; and (d) we make no guarantees about contract analysis accuracy.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 EXCLUSION OF DAMAGES

IN NO EVENT SHALL CLAUSEOAI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, exemplary, or punitive damages
• Loss of profits, revenue, data, goodwill, or business opportunities
• Cost of substitute services or procurement of alternative goods
• Damages arising from errors, inaccuracies, or omissions in AI Output
• Damages resulting from your reliance on the Service or AI Output
• Damages from unauthorized access, data breaches, or security incidents
• Damages from service interruptions, downtime, or unavailability

EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 CAP ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE FORM OF ACTION (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF: (A) $100 USD, OR (B) THE AMOUNT YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM.

11.3 Exceptions

The above limitations do NOT apply to:

• Your payment obligations
• Your indemnification obligations
• Your violation of our intellectual property rights
• Liability that cannot be excluded or limited by law (e.g., fraud, gross negligence, willful misconduct)

11.4 Essential Basis of Bargain

The disclaimers and limitations in Sections 10 and 11 are fundamental elements of the agreement between you and ClauseoAI. We would not provide the Service without these limitations.

12. Indemnification

You agree to defend, indemnify, and hold harmless ClauseoAI, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms or any applicable law
• Your Customer Content, including any infringement of third-party rights
• Your reliance on AI Output or decisions made based on the Service
• Negligence, willful misconduct, or fraud by you or your users

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense.

13. Dispute Resolution and Arbitration

13.1 Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the formation, performance, breach, or termination of these Terms) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration Details:

• Location: Arbitration shall take place in New York County, New York, or remotely via videoconference.
• Arbitrator: One neutral arbitrator selected under AAA rules.
• Rules: AAA Commercial Arbitration Rules apply.
• Award: The arbitrator's decision is final and binding and may be entered as a judgment in any court of competent jurisdiction.
• Fees: Each party bears its own costs and fees, unless otherwise awarded by the arbitrator.

13.3 Class Action Waiver

YOU AND CLAUSEOAI AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. You waive any right to participate in a class action, class arbitration, or representative action. Claims may not be consolidated or joined with claims of other users.

13.4 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in court for:

• Infringement or misappropriation of intellectual property rights
• Breach of confidentiality obligations
• Violation of the Acceptable Use Policy

13.5 Opt-Out

You may opt out of arbitration by sending written notice to team@clauseoai.com within 30 days of first accepting these Terms. Include your name, email, and statement: "I opt out of arbitration."

14. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms with a new "Effective Date"
• Sending an email notification to your registered email
• Displaying an in-app notification

Changes take effect on the "Effective Date" specified. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and cancel your account.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and ClauseoAI regarding the Service and supersede all prior agreements.

15.2 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction, including to affiliates or in connection with a merger, acquisition, or sale of assets.

15.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.4 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

15.5 No Agency

These Terms do not create any partnership, joint venture, employment, or agency relationship between you and ClauseoAI.

15.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, labor disputes, or internet/utility failures.

15.7 Notices

Notices to you will be sent to your registered email address. Notices to us must be sent to team@clauseoai.com.

15.8 Export Compliance

You agree not to export, re-export, or transfer the Service in violation of U.S. export control laws or sanctions.

16. Contact Information

If you have questions about these Terms, please contact us:

• Legal: team@clauseoai.com
• Support: team@clauseoai.com
• Address: ClauseoAI LLC, 100 Park Avenue, Suite 2500, New York, NY 10017, USA

By using ClauseoAI, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.