Terms of Service.

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Incluud Inc. (“ContractsIQ,” “we,” “us,” or “our”), governing your access to and use of ContractsIQ® and all related services, software, and websites (collectively, the “Service”).

By creating an account, clicking “I agree,” or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

ContractsIQ® is an AI-powered contract intelligence platform that provides contract analysis, compliance monitoring, risk assessment, reporting, and related services. The specific features available to you depend on your subscription plan.

We reserve the right to modify, suspend, or discontinue any part of the Service at any time. We will endeavor to provide reasonable advance notice of material changes. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3. Accounts & Registration

Account Creation

To access most features of the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials.

Account Security

You are solely responsible for all activity that occurs under your account. You agree to notify us immediately at [email protected] of any unauthorized use of your account or any other security breach. We will not be liable for any loss resulting from unauthorized use of your account.

Account Requirements

You must be at least 18 years old to create an account. If you are creating an account on behalf of an organization, you represent that you are authorized to do so. You may not create more than one personal account or create an account on behalf of a third party without their consent.

4. Subscriptions & Billing

Subscription Plans

The Service is offered on a subscription basis. Details of available plans, including features and pricing, are set forth on our pricing page. We reserve the right to change pricing with at least 30 days’ notice to existing subscribers.

Free Trial

We may offer a free trial period. At the end of the free trial, your account will automatically convert to a paid subscription unless you cancel before the trial ends. Credit card information may be required to start a trial, but you will not be charged until the trial period ends.

Billing and Payment

By providing payment information, you authorize us to charge you for the subscription fee on a recurring basis in accordance with your chosen plan. All fees are in U.S. dollars unless otherwise stated. Fees are non-refundable except as expressly set forth in these Terms or as required by applicable law.

Cancellation and Refunds

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period; you will continue to have access to the Service until that date. We do not provide prorated refunds for partial billing periods, except where required by law.

Taxes

All fees are exclusive of applicable taxes. You are responsible for all taxes, levies, or duties imposed by taxing authorities. We will collect applicable taxes where required by law.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable law, regulation, or third-party right
• Upload, transmit, or store content that is illegal, harmful, defamatory, obscene, or otherwise objectionable
• Attempt to gain unauthorized access to the Service, its related systems, or networks
• Use the Service to transmit unsolicited commercial communications or spam
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Scrape, crawl, or use automated means to extract data from the Service except through our authorized API
• Use the Service in a manner that could damage, disable, overburden, or impair its infrastructure
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Use the Service to develop a competing product or service
• Share your account credentials or allow others to access the Service using your account

We reserve the right to suspend or terminate accounts that violate this Acceptable Use policy, with or without notice.

6. Your Content

Ownership

You retain all ownership rights in the contracts, documents, and other content you upload to or create within the Service (“Your Content”). These Terms do not transfer any intellectual property rights in Your Content to us.

License to Us

By uploading or submitting Your Content to the Service, you grant ContractsIQ® a limited, non-exclusive, worldwide, royalty-free license to host, store, process, analyze, and display Your Content solely as necessary to provide the Service to you. This license terminates when you delete Your Content or close your account, subject to reasonable backup and deletion timelines.

AI Training

We will not use the content of your contracts or documents to train AI or machine learning models without your explicit, written consent. Aggregated, de-identified usage data may be used to improve Service performance, but such data cannot be used to identify you or reconstruct Your Content.

Your Responsibility

You are solely responsible for Your Content and the consequences of uploading or sharing it. You represent and warrant that you have all rights necessary to grant the license above, and that Your Content does not infringe any third-party rights or violate any law.

7. Intellectual Property

Our Ownership

The Service, including its software, design, features, algorithms, and all associated intellectual property, is owned by Incluud Inc. and is protected by copyright, trademark, patent, and other applicable intellectual property laws. Nothing in these Terms transfers any ownership of our intellectual property to you.

License to You

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term.

Feedback

If you provide us with feedback, suggestions, or ideas about the Service (“Feedback”), you grant us a perpetual, irrevocable, royalty-free license to use, incorporate, and exploit such Feedback without restriction or compensation to you.

8. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Each party agrees to use the other party’s Confidential Information only for purposes of performing its obligations or exercising its rights under these Terms, and to protect such information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

These obligations do not apply to information that: (a) becomes publicly known through no breach of this section; (b) is rightfully received from a third party without restriction; (c) was already known prior to disclosure; or (d) is required to be disclosed by law or legal process, provided the receiving party gives prompt notice where permitted.

9. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTSIQ DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; THAT ANY DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONTRACTSIQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL CONTRACTSIQ’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO CONTRACTSIQ IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Incluud Inc. and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any rights of a third party.

12. Termination

Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or by contacting us. Upon termination, your right to use the Service will cease at the end of your current billing period.

Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice or liability, if: (a) you breach these Terms; (b) we are required to do so by law; (c) we determine that continued access would harm other users, third parties, or our systems; or (d) you fail to pay applicable fees.

Effect of Termination

Upon termination, all licenses granted to you under these Terms will immediately cease. Sections that by their nature should survive termination will survive, including but not limited to Sections 6 (Your Content), 7 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13 (Governing Law).

Following termination, you will have 30 days to export Your Content. After this period, we may delete Your Content in accordance with our data retention policy.

13. Governing Law

These Terms and any disputes arising under or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

14. Dispute Resolution

Informal Resolution

Before filing a formal claim, you agree to contact us at [email protected] and attempt to resolve the dispute informally. We will attempt to resolve the dispute informally within 30 days of receiving notice.

Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”), rather than in court. The arbitration shall be conducted in English and shall take place in the State of Delaware. The arbitrator’s decision shall be final and binding on all parties.

Class Action Waiver

YOU AND CONTRACTSIQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Exceptions

Notwithstanding the above, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

15. General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any order forms or statements of work, constitute the entire agreement between you and ContractsIQ® with respect to the Service and supersede all prior or contemporaneous understandings.

Waiver and Severability

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is found to be invalid or unenforceable by a court, the remaining provisions will remain in full force and effect.

Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may freely assign these Terms in connection with a merger, acquisition, or sale of assets. These Terms bind and inure to the benefit of the parties and their respective successors and assigns.

Notices

We may provide notices to you via the email address associated with your account or by posting a notice on the Service. You may provide notices to us at [email protected].

Updates to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes at least 30 days before they take effect via email or a prominent notice on the Service. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the updated Terms.

16. Contact Us

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

• Email: [email protected]
• Website: Contact form