Terms of Service (Master)

1. Eligibility; Accounts

You must be at least 18 and able to form a binding contract.

You're responsible for your account, including safeguarding credentials and activity under it.

If you use the Services on behalf of an organization, you represent you have authority to bind that organization. "You" includes the organization.

2. Free Tier; Trials; Paid Plans

We may offer free tiers, trials, or promotional credits. We may modify or terminate these at any time.

Paid features are described at checkout or your order form. Fees are due in advance and are non-refundable except as expressly stated.

Seat-based pricing: You agree to pay for all active seats you enable. Proration may apply as described at checkout.

3. Orders; Term; Renewal; Cancellation

Each subscription has a term set on your order. Unless stated otherwise, subscriptions auto-renew for successive terms at then-current rates.

You may cancel renewal at any time before the current term ends; your access continues through the end of the current term.

On termination or expiration, your access ends. Section 10 (Ownership), Section 13 (Confidentiality), Section 15 (Disclaimers), Section 16 (Limitation of Liability), Section 17 (Indemnity), and Section 19 (Dispute Resolution) survive.

4. Access; Acceptable Use

Use must comply with our Acceptable Use Policy (AUP). We may suspend or terminate accounts for AUP violations, security risks, non-payment, or legal risk.

5. Customer Content; License

"Customer Content" means data, documents, files, and information you or your users upload or generate in the Services.

You retain all rights to Customer Content. You grant us a worldwide, non-exclusive license to host, process, transmit, and display Customer Content as necessary to provide, maintain, improve, and secure the Services and to comply with law.

You are responsible for obtaining all rights and consents necessary for Customer Content (including any personal data).

6. AI Features; Outputs

Some features use AI models (our models and/or third-party providers). You control if you enable AI features.

Outputs may be inaccurate or incomplete and are provided "as is." You are responsible for evaluating fitness for your use.

We implement safeguards outlined in the AI Supplemental Terms.

7. Third-Party Services

Our Services integrate with third-party products (e.g., Stripe, Salesforce, Clerk). Your use of third-party services is governed by their terms. We are not responsible for third-party services.

8. Privacy; Data Processing

Our Privacy Policy explains how we collect and use personal data. If you require a data processing agreement, our Data Processing Addendum (DPA) applies when we process personal data on your behalf as a processor.

9. Security; Availability

We apply administrative, technical, and physical safeguards as described in our Security Overview and SLA. No system is perfectly secure.

10. Ownership; Feedback

We own the Services, documentation, and related IP. You grant us a non-exclusive, perpetual, irrevocable license to use any feedback you provide to improve our products and services.

11. Beta/Preview Features

Betas are provided "as is," may change or be discontinued, and are excluded from SLAs.

12. Government & Regulated Use

If you are a government entity or operate in regulated industries, you are responsible for ensuring our Services meet your requirements. See U.S. Government Rights Notice.

13. Confidentiality

Each party may receive the other's confidential information. Recipient will use it solely to fulfill these Terms and protect it with reasonable care.

14. Warranties

You warrant you have the necessary rights to provide Customer Content and that your use complies with law and the AUP.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND (INCLUDING FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY).

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS/REVENUE/GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR PAYMENT OBLIGATIONS, DATA BREACH CAUSED BY GROSS NEGLIGENCE/WILLFUL MISCONDUCT, OR IP INFRINGEMENT INDEMNITY, EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE AMOUNTS PAID BY YOU TO CONTRACTPLAN IN THE 12 MONTHS PRECEDING THE CLAIM.

17. Indemnity

You will defend and indemnify us against claims arising from (a) Customer Content; (b) your use of the Services in violation of law or these Terms; or (c) your third-party services.

18. Changes to the Services or Terms

We may modify the Services and update these Terms. Material changes will be notified via the app or email. Changes take effect upon posting unless otherwise stated.

19. Dispute Resolution; Governing Law

Governing Law & Venue: [Select one: Delaware / Maryland] law, excluding conflicts rules. Venue: [County, State] courts (or federal court sitting therein).

Arbitration (Optional): If you adopt arbitration, insert your AAA/JAMS clause here, with 30-day opt-out instructions.

Injunctive Relief: Either party may seek injunctive or equitable relief at any time.

20. Export; Anti-Corruption; Sanctions

You will comply with all export controls, trade sanctions, and anti-corruption laws.

21. Notices

ContractPlan Inc.
[Company Address]
[Legal Contact Email]
Billing notices may be sent via the app or email.

22. Order of Precedence

If there is a conflict: Order Form > DPA > SLA > these Terms > policies referenced herein.

23. Entire Agreement

These Terms (and referenced documents) constitute the entire agreement and supersede prior agreements regarding the Services.