Terms of Service

Agreement to the Terms

These Terms are a binding agreement between you and Clauseborne, Inc. ("ClauseBorne," "we," "us," or "our"). By creating an account, accessing, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

Eligibility

You must be at least 18 years old and legally able to enter into a contract. The Services are designed for law firms and legal professionals and are not intended for consumers or personal use.

Use on Behalf of a Firm or Organization

If you use the Services on behalf of a law firm, company, or other organization (the "Customer"), you represent that you have authority to bind that Customer to these Terms. In that case, "you" includes both you and the Customer. If you do not have that authority, you must not use the Services.

Order Forms and Separate Agreements

If the Customer has signed an order form, subscription agreement, or other written agreement with ClauseBorne (an "Order Form"), that document is incorporated into these Terms. If there is a conflict, the Order Form controls for the subject matter it covers.

The Services

"Services" means the ClauseBorne platform and website, including intake automation, drafting, workflow automation, the clause library, collaboration tools, the admin dashboard, and any related software, features, documentation, and support.

Authorized Users

"Authorized Users" are the individuals the Customer permits to use the Services under its account, such as attorneys, paralegals, staff, and administrators. The Customer is responsible for all activity by its Authorized Users and for their compliance with these Terms.

Account Registration

You agree to provide accurate, current, and complete information when registering and to keep it up to date.

Administrators

The Customer may designate one or more administrators who can manage seats, permissions, and settings. Administrators act on the Customer's behalf. ClauseBorne may rely on instructions from an administrator as instructions from the Customer.

Credentials and Account Security

Each Authorized User must keep their credentials confidential and must not share them. Accounts are for individual use unless the Order Form says otherwise. You must notify us promptly at support@clauseborne.ai if you suspect unauthorized access. You are responsible for activity that occurs under your credentials, except where it results from our breach of these Terms.

Subscription Plans

Access to the Services requires a paid subscription unless we expressly offer a trial or evaluation. Plan details, seat counts, and usage limits are set out on our website or in the applicable Order Form.

Fees and Payment

The Customer agrees to pay all fees when due. Unless stated otherwise, fees are quoted in USD, are non-refundable, and are payable in advance for each billing period.

Renewals

Subscriptions renew automatically for successive terms equal to the initial term, unless either party gives notice of non-renewal at least 30 days before the end of the current term.

Taxes

Fees do not include taxes. The Customer is responsible for all applicable sales, use, VAT, GST, and similar taxes, other than taxes on ClauseBorne's income.

Late or Failed Payment

If payment is overdue, we may charge interest at the lower of 1.5% per month or the maximum rate allowed by law, and we may suspend access after reasonable notice.

Trials and Evaluations

Trial or evaluation access is provided for evaluation only, may be limited in scope, and may end at any time. Unless we say otherwise, trial data may be deleted after the trial ends.

Beta and Preview Features

We may offer features labeled beta, preview, or early access. These are provided as is, may change or be withdrawn at any time, and may not meet the same standards as generally available features.

Changes to the Services

We may update, improve, or modify the Services over time. If we make a change that materially reduces core functionality for paying customers, we will give reasonable notice where practical.

Negotiated Terms

Where commercial terms are individually negotiated, the Order Form controls over this Section 3.

Permitted Use

You may use the Services only for your internal business and legal practice purposes, and only as permitted by these Terms and applicable law.

Prohibited Conduct

You must not, and must not allow anyone else to:

• Use the Services for any unlawful purpose or in violation of any applicable law, regulation, or professional conduct rule
• Attempt to gain unauthorized access to the Services, other accounts, or connected systems
• Probe, scan, or test the vulnerability of the Services, or bypass security or authentication measures
• Reverse engineer, decompile, disassemble, or attempt to extract source code, models, or underlying components of the Services, except where law expressly allows it
• Scrape, crawl, or harvest data from the Services by automated means
• Share, sell, or transfer account credentials, or allow use of a single seat by multiple people
• Circumvent usage limits, seat limits, or access controls
• Upload content that infringes or violates the intellectual property, privacy, or other rights of any person
• Upload or transmit malware, harmful code, or content designed to disrupt the Services
• Use bots, scripts, or other automated tools to access the Services, except through interfaces we expressly provide
• Use the Services to build or train a competing product, or to benchmark the Services for a competing product
• Resell or provide the Services to third parties except as permitted in an Order Form

AI-Specific Restrictions

You must not use the AI features to:

• Generate content that is unlawful, deceptive, or intended to mislead a court, tribunal, agency, or counterparty
• Submit AI-generated content to a court or third party without qualified human review
• Attempt to extract system prompts, model configurations, or other proprietary AI components
• Use outputs to train or improve any competing AI model

Enforcement

We may investigate suspected violations and may remove content, restrict access, or suspend accounts as described in Section 9.

Customer Data

"Customer Data" means all information, documents, matter files, clauses, templates, client information, and other content that the Customer or its Authorized Users submit to or create in the Services, including outputs generated from that content.

Ownership and Control

As between the parties, the Customer owns and controls its Customer Data. Nothing in these Terms transfers ownership of Customer Data to ClauseBorne.

Limited License to ClauseBorne

The Customer grants ClauseBorne a limited, non-exclusive right to host, process, transmit, and display Customer Data solely as needed to provide, secure, support, and maintain the Services for the Customer, and as otherwise permitted in these Terms or the applicable Order Form.

Customer Responsibility

The Customer is responsible for the accuracy, quality, and legality of its Customer Data. The Customer represents that it has all rights, consents, and authority needed to upload Customer Data and to allow ClauseBorne to process it as described in these Terms. This includes any client consents or notices required under applicable law or professional rules.

Authorized User Access

Customer Data is accessible to the Customer's Authorized Users according to the roles and permissions the Customer configures. The Customer is responsible for setting those permissions appropriately.

Export and Deletion

During an active subscription, the Customer may export its Customer Data using the tools available in the Services. After termination, Customer Data is handled as described in Section 9.4.

Legal Holds and Professional Duties

The Customer remains solely responsible for its own record-keeping, retention, and legal hold obligations and for its duties of confidentiality to its clients.

AI Features

Parts of the Services use artificial intelligence and machine learning to generate drafts, extract information, and support workflows ("AI Features"). Content generated by AI Features is "Output."

Outputs May Contain Errors

AI-generated Output may be incomplete, inaccurate, outdated, or inappropriate for your situation. Similar inputs may produce different Outputs.

Human Review Required

You must have a qualified professional review, verify, and approve all Output before relying on it, sending it to a client or third party, or filing it with any court or agency. This includes checking citations, facts, and legal conclusions.

Not Legal Advice

ClauseBorne is a software provider, not a law firm. The Services and Output do not constitute legal advice, and use of the Services does not create an attorney-client relationship between ClauseBorne and you or any of your clients. Output is not a substitute for professional legal judgment.

Attorney Responsibility

The Customer and its attorneys remain solely responsible for all legal decisions, advice, filings, and communications, and for compliance with applicable rules of professional conduct, including duties of competence, supervision, and confidentiality.

Automated Decision-Making

The Services are designed so that review gates require human sign-off before Output is finalized. You must not configure or use the Services to make decisions with legal or similarly significant effects on any person without meaningful review by a qualified human.

Use of Customer Data with AI

Customer Data, uploaded legal documents, and prompts are never used to train foundational or public AI models.

ClauseBorne IP

ClauseBorne and its licensors own all rights in the Services, including the software, interface, workflows, technology, models, trademarks, logos, and documentation ("ClauseBorne IP"). Subject to these Terms, we grant the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term for its internal business purposes. All rights not expressly granted are reserved.

Customer IP

The Customer retains all rights in its Customer Data, including its documents, clauses, templates, precedent, and firm content ("Customer IP"). ClauseBorne acquires no ownership of Customer IP under these Terms.

Output

As between the parties, and to the extent permitted by law, the Customer owns the Output generated from its Customer Data, subject to the Customer's compliance with these Terms and to the rights of any third parties in underlying materials.

Feedback

If you give us suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it to improve our products and services, without obligation to you. Feedback does not include Customer Data.

Usage Data and Analytics

We may collect technical and usage information about how the Services are used, such as performance metrics, feature usage, and error logs ("Usage Data"). We may use Usage Data to operate, secure, and improve the Services.

Aggregated and De-identified Information

We may create aggregated or de-identified information derived from use of the Services, provided it does not identify the Customer, any Authorized User, any client of the Customer, or any individual, and does not contain Customer Data content. We may use that information for analytics, benchmarking, and product improvement.

Confidentiality

Each party will protect the other's non-public confidential information with reasonable care, use it only to perform or receive the Services, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality duties. Customer Data is the Customer's confidential information. These obligations do not apply to information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully received from a third party. A party may disclose confidential information where required by law, after giving notice where legally permitted.

Privacy Policy

Our handling of personal information is described in our Privacy Policy. The Privacy Policy is not part of these Terms, but you acknowledge that you have read it.

Data Processing Addendum

Where ClauseBorne processes personal data on the Customer's behalf and data protection law requires it, the parties' Data Processing Addendum applies and is incorporated into these Terms.

Security

We maintain administrative, technical, and physical safeguards designed to protect Customer Data. Further detail is available on our Security & Compliance page. No system is completely secure, and we do not guarantee that Customer Data will never be accessed, lost, or disclosed without authorization.

Third-Party Services and Integrations

The Services may connect with third-party products or integrations that the Customer chooses to enable. Third-party services are governed by their own terms, and we are not responsible for them.

AI Providers and Subprocessors

We use third-party service providers, including hosting providers and AI model providers, to deliver the Services. We remain responsible for our subprocessors' performance of the obligations we delegate to them, as stated in the DPA.

Suspension

We may suspend access to all or part of the Services, with notice where practical, if we reasonably believe that (a) you have violated these Terms, (b) your use poses a security risk or threatens the Services or other customers, (c) payment is overdue, or (d) suspension is required by law. We will restore access once the issue is resolved.

Termination by the Customer

The Customer may stop using the Services and give notice of non-renewal at any time as described in Section 3.3.

Termination by ClauseBorne

We may terminate these Terms or any account if you materially breach them and do not fix the breach within 30 days of notice, or immediately for repeated or serious violations, including violations of Section 4.

Effect of Termination

When the subscription ends, access to the Services stops. The Customer may export its Customer Data for 30 days after termination. Customer Data is permanently deleted 30 days after that export window closes, except where we must retain it by law or in routine backups, which are overwritten on a regular cycle. Fees already paid are non-refundable except where the Order Form or law says otherwise. Sections that by their nature should survive termination will survive, including Sections 5, 7, 8, 9.5 to 9.7, and 10.

Availability

We aim to keep the Services available but do not guarantee uninterrupted or error-free operation. The Services may be unavailable due to maintenance, updates, or events outside our control. ClauseBorne offers a 99.9% uptime SLA.

Beta Features

Beta and preview features are provided without warranty of any kind and may be changed or discontinued at any time.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLAUSEBORNE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR LEGAL MATTER, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAUSEBORNE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES. CLAUSEBORNE'S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES PAID BY THE CUSTOMER TO CLAUSEBORNE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Indemnification by the Customer

The Customer will defend and indemnify ClauseBorne and its officers, employees, and affiliates against third-party claims, and resulting losses and reasonable legal costs, arising from (a) Customer Data or the Customer's rights to upload it, (b) the Customer's use of the Services or Output in violation of these Terms or applicable law, or (c) the Customer's legal services or advice to its clients.

Indemnification by ClauseBorne

ClauseBorne disclaims and excludes any indemnification of the Customer for intellectual property infringement claims.

Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules.

Dispute Resolution

Disputes will be resolved by binding arbitration administered locally, with a mutual class-action waiver.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, internet or utility failures, or failures of third-party hosting or infrastructure providers. This does not excuse payment obligations.

Assignment

The Customer may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or to an affiliate.

Severability

If any provision is found unenforceable, the rest of these Terms remain in effect, and the unenforceable provision will be modified to the minimum extent needed to make it enforceable.

Entire Agreement

These Terms, together with any Order Form and incorporated documents, are the entire agreement between the parties on this subject and replace all prior agreements and understandings. If documents conflict, the order of priority is: the Order Form, the DPA, then these Terms.

No Waiver

Failure to enforce a provision is not a waiver of it.

Changes to These Terms

We may update these Terms from time to time. For material changes, we will give reasonable notice, for example by email or an in-product notice, at least 30 days before the change takes effect where practical. Continued use after the effective date means you accept the updated Terms. If a Customer has a signed Order Form, changes do not apply to it until renewal unless the change is required by law.

Notices

We may give notice by email to the address on your account or through the Services. Notices to ClauseBorne must be sent to support@clauseborne.ai.

Contact Information

Clauseborne, Inc., c/o Gotham, 420 Lexington Avenue, Suite 300, New York, NY 10170. Email: support@clauseborne.ai