Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between ClauseMesh Inc. ("ClauseMesh," "we," "our," or "us") and you or the organization you represent ("Customer," "you," or "your") governing access to and use of the ClauseMesh website (clausemesh.com) and the ClauseMesh platform (together, the "Service").

By accessing the Service, creating an account, or clicking "Accept" on these Terms or on an order form that incorporates them, you represent that (a) you have read and understood these Terms, (b) you have the authority to bind yourself or the organization you represent to these Terms, and (c) you agree to be bound by them. If you do not agree to these Terms, do not use the Service.

Organizations accessing the Service through an Enterprise Subscription Agreement ("ESA") negotiated separately with ClauseMesh are governed by their ESA to the extent it conflicts with these Terms, and by these Terms for matters not addressed in the ESA.

2. Description of Service

ClauseMesh provides an AI-powered contract analysis platform that performs automated clause extraction, clause classification, risk scoring, deviation detection, and obligation mapping on contract documents uploaded by authorized users. The Service is provided as a software-as-a-service application accessible via web browser and through our API.

Specific features available to a Customer depend on their subscription plan as described at clausemesh.com/pricing or as set forth in an applicable order form. ClauseMesh reserves the right to modify, add, or discontinue features as part of its product development roadmap. Material feature reductions affecting existing subscriptions will be communicated with at least 30 days' advance notice.

The Service is designed as a tool to assist legal professionals in contract review. Output from the Service — including clause extractions, risk scores, and deviation flags — is provided for informational purposes and does not constitute legal advice. Customers are responsible for independent review and legal judgment regarding contracts processed through the Service.

3. Account Registration and Access

3.1 Account Creation

To access the Service, you must register for an account by providing accurate and complete information, including a valid work email address, your full name, and your organization's name. You may not use a shared, temporary, or disposable email address. You agree to keep your registration information current and to update it promptly if it changes.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to use a strong, unique password for your ClauseMesh account, to enable multi-factor authentication when available and required by your organization's security policies, and to notify ClauseMesh promptly at team@clausemesh.com if you become aware of any unauthorized access to your account.

ClauseMesh is not liable for any losses resulting from unauthorized access to your account due to your failure to maintain credential security. We will never ask for your password via email or any channel other than the authenticated Platform interface.

3.3 Authorized Users

A Customer may add authorized users to their account up to the seat limit specified in their subscription plan. Each authorized user must agree to these Terms individually. You are responsible for ensuring that authorized users comply with these Terms and for all actions taken by authorized users under your account.

3.4 Account Suspension

ClauseMesh may suspend or terminate any account at any time for violation of these Terms, non-payment of fees, or conduct that poses a security risk to the Service or other users. We will provide advance notice where reasonably practicable except where suspension is required immediately to address a security threat or legal obligation.

4. Subscription and Payment

4.1 Subscription Plans

ClauseMesh offers subscription plans billed monthly or annually in US Dollars (USD). Current plan features and pricing are described at clausemesh.com/pricing. Prices are subject to change with 30 days' advance notice to existing subscribers.

4.2 Payment Terms

Monthly subscriptions are billed in advance on the same calendar date each month. Annual subscriptions are billed in advance on the subscription anniversary date. Payment is due upon invoicing. For subscriptions processed via credit card, you authorize ClauseMesh to charge the payment method on file automatically at each billing cycle.

All fees are non-refundable except as described in Section 4.5 (Cancellation and Refunds) or as required by applicable law. Disputed charges must be raised in writing to team@clausemesh.com within 30 days of the invoice date.

4.3 Taxes

Fees are stated exclusive of applicable taxes. You are responsible for all sales taxes, use taxes, VAT, GST, or other transaction taxes imposed by applicable law on your purchase of the Service. Where ClauseMesh is required to collect taxes, they will be added to your invoice and itemized separately.

4.4 Overdue Payments

Invoices not paid within 30 days of the due date may accrue late fees at 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law if lower. ClauseMesh reserves the right to suspend access to the Service for accounts with overdue balances after 15 days' written notice.

4.5 Cancellation and Refunds

You may cancel your subscription at any time by providing written notice to team@clausemesh.com or through the account settings in the Platform. Cancellation takes effect at the end of the current billing period. ClauseMesh does not provide refunds for unused portions of a subscription period except: (a) within 14 days of initial subscription if you have not processed more than 10 documents, or (b) in cases where ClauseMesh has materially failed to provide the Service and has not remedied the failure within 30 days of notice.

4.6 Free Trials

ClauseMesh may offer free trial periods for new customers. No payment method is required for a free trial unless explicitly stated. At the end of a free trial, access to the Service will automatically terminate unless you subscribe to a paid plan. Documents processed during a free trial are deleted within 30 days of trial expiration.

5. Customer Data and Documents

5.1 Ownership

You retain all rights, title, and interest in the contract documents and data you upload to the Service ("Customer Data"). ClauseMesh does not claim any ownership interest in Customer Data.

5.2 License to ClauseMesh

You grant ClauseMesh a limited, non-exclusive license to process Customer Data solely as necessary to provide the Service, including to transmit, store, analyze, display to authorized users, and generate extraction and risk scoring outputs from Customer Data. This license is limited to the purpose of providing the Service and does not extend to using Customer Data for training our machine learning models without your separate written consent.

5.3 Customer Representations

You represent and warrant that you have the right to upload Customer Data to the Service and that processing Customer Data through the Service does not violate any applicable law, regulation, or third-party agreement. You are responsible for ensuring that any personal data in contract documents is processed in accordance with your obligations under applicable privacy law.

5.4 Data Handling

ClauseMesh processes Customer Data in accordance with the Data Processing Addendum incorporated into your subscription agreement and in accordance with our Privacy Policy. If your use of the Service involves processing personal data of individuals in the EEA, UK, or other jurisdictions with specific data processing requirements, please ensure you have executed an appropriate DPA with ClauseMesh.

6. Acceptable Use

You agree to use the Service only for lawful business purposes and in accordance with these Terms. Prohibited uses include:

• Uploading documents containing classified government information or documents subject to handling requirements that prohibit processing by third-party cloud services
• Attempting to access, query, or extract data belonging to other ClauseMesh customers
• Using the Service to develop a competing product or service or to benchmark the Service for public publication without prior written consent
• Scraping, crawling, or bulk-downloading the Service's output through automated means beyond the permitted API usage
• Uploading malware, viruses, or other malicious code
• Circumventing any access controls, rate limits, or security measures of the Service
• Using the Service in any way that violates applicable export control laws or sanctions programs

7. Intellectual Property

7.1 ClauseMesh Platform

The Service, including the software, algorithms, user interface, documentation, trademarks, and all intellectual property incorporated therein, is owned by ClauseMesh and protected by applicable intellectual property laws. These Terms do not transfer any ownership interest in ClauseMesh's intellectual property to you. You receive only the limited right to use the Service as described in Section 2.

7.2 Feedback

If you provide ClauseMesh with suggestions, ideas, or feedback about the Service ("Feedback"), you grant ClauseMesh an irrevocable, royalty-free license to use that Feedback for any purpose, including incorporation into the Service. ClauseMesh has no obligation to acknowledge, compensate, or implement any Feedback.

7.3 Usage Data

ClauseMesh may collect and use aggregated, de-identified usage statistics derived from your use of the Service to improve the Service, develop benchmarks, and produce industry reports. Such aggregated data will not identify you or your organization.

8. Confidentiality

Each party may have access to the other's confidential information in connection with the Service. "Confidential Information" means any non-public information designated as confidential or that a reasonable party would understand to be confidential given its nature and the circumstances of disclosure — including for ClauseMesh, its technical architecture, pricing not publicly posted, and unreleased features; and for Customer, Customer Data and business information disclosed during onboarding or support.

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, and not to disclose it to third parties except as permitted by these Terms or required by law. These obligations do not apply to information that is or becomes publicly available through no breach of these Terms, that was known to the recipient before disclosure, or that is independently developed without reference to the Confidential Information.

9. Service Availability and Warranties

9.1 Service Level

ClauseMesh targets 99.5% monthly uptime for the Platform, excluding scheduled maintenance windows (communicated at least 48 hours in advance) and events outside our reasonable control. Current service status is available at status.clausemesh.com. Service credits for uptime failures below the target are available under the terms of your subscription plan.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CLAUSEMESH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLAUSEMESH DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT EXTRACTION AND RISK SCORING OUTPUTS WILL BE ACCURATE OR COMPLETE. CUSTOMERS ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING OUTPUTS BEFORE RELYING ON THEM FOR LEGAL OR BUSINESS DECISIONS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLAUSEMESH'S AGGREGATE LIABILITY TO CUSTOMER ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE — REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) — SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CLAUSEMESH IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLAUSEMESH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF CLAUSEMESH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations in this Section 10 do not apply to ClauseMesh's indemnification obligations under Section 11, damages arising from ClauseMesh's gross negligence or willful misconduct, or liability that cannot be limited under applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless ClauseMesh and its officers, directors, employees, and contractors from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; (c) claims that your Customer Data infringes the intellectual property rights or privacy rights of a third party; or (d) the unauthorized use of the Service by any user who accessed the Service using your account credentials.

ClauseMesh will indemnify, defend, and hold you harmless from third-party claims that the Service (excluding Customer Data) infringes a third party's patent, copyright, or trademark, provided that you: (i) promptly notify ClauseMesh in writing of the claim; (ii) give ClauseMesh sole control of the defense and settlement; and (iii) provide reasonable assistance in the defense. If the Service becomes the subject of an infringement claim, ClauseMesh may at its option modify the Service to avoid the infringement, obtain a license for continued use, or terminate your subscription and refund prepaid fees for the unused portion.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed under the laws of the State of New York, United States, without regard to its conflict of laws principles.

Any dispute arising from or relating to these Terms or the Service that cannot be resolved informally within 30 days of written notice shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the arbitration conducted in New York, New York. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive relief from a court of competent jurisdiction in New York, New York to prevent irreparable harm pending arbitration. Each party waives the right to a jury trial for any dispute arising from these Terms.

If you are a consumer resident in a jurisdiction where mandatory arbitration clauses are not enforceable, disputes will be resolved in the state or federal courts located in New York, New York, and you consent to personal jurisdiction in those courts.

13. Term and Termination

These Terms remain in effect for as long as you have an active account or subscription with ClauseMesh. Either party may terminate these Terms by canceling your subscription in accordance with Section 4.5.

Upon termination: (a) your right to access the Service ceases; (b) ClauseMesh will provide access to export Customer Data for 30 days after termination, after which Customer Data will be deleted as described in our Privacy Policy; (c) all accrued payment obligations survive termination; and (d) Sections 5.1, 7, 8, 10, 11, 12, and 14 survive termination indefinitely.

14. General Provisions

Entire Agreement: These Terms, together with any applicable order form, DPA, and ESA, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings on the subject matter.

Modifications: ClauseMesh may update these Terms from time to time. Material changes will be communicated by email and posted notice at least 30 days before taking effect for existing customers. Continued use of the Service after the effective date of changes constitutes acceptance.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

Waiver: Failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement.

Assignment: You may not assign these Terms or any rights under them without ClauseMesh's prior written consent. ClauseMesh may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to you.

Force Majeure: Neither party is liable for delays or failures in performance resulting from causes outside its reasonable control, including acts of God, government actions, pandemics, natural disasters, or widespread infrastructure failures, provided the affected party provides prompt notice and uses commercially reasonable efforts to mitigate the impact.

Notices: Legal notices to ClauseMesh must be sent in writing to ClauseMesh Inc., Attn: Legal, 1 World Trade Center, New York, NY 10007, or by email to team@clausemesh.com with written confirmation. Notices to you will be sent to the email address on file for your account.

Contact

Questions about these Terms should be directed to:

ClauseMesh Inc.
1 World Trade Center, New York, NY 10007
Email: team@clausemesh.com
Phone: +1 (212) 539-7841