Compliance & Governance Report
Klaritee Contracts Analysis System
ANALYSIS MODEKlaritee Focus
DOCUMENT NAMEDeterministic AI Review
ANALYSIS IDENTIFIER95f3653c400cb359
GENERATEDSeptember 20, 2026
REPORT SCHEMA VERSION1.0.0
INPUT LENGTH1,097 words, 7,606 characters
focus.klaritee.com
About This Report
Klaritee Compliance & Governance Report
Purpose
Contracts are full of words and phrases most people don’t understand. Klaritee reads your contract, recognizes those terms, and explains each one in plain English, so you can see what you are really agreeing to.
This report is the full record of one Klaritee run. For each recognized term it shows what the wording means in plain language, what it means for you, and where it turned up in your text. Every flag points back to the exact spot in your contract.
Methodology
Klaritee is deterministic. Same contract, same system version, same settings, same answer every time. It reads your text, recognizes the terms and phrases that match its registered legal-term authority, and records each one, the exact wording it found, and where it sits in your document.
Klaritee assigns no score and no severity. It recognizes and explains contract language, this isn’t legal advice and the clause represents neither good nor bad. This report therefore reports what was recognized and shouldn’t be considered a risk score.
Structure of This Report
Section 1, the Executive Summary. Section 2, the Verification Artifact. Section 3, Findings by Category. Section 4, the Analysis Record and Integrity Checks. Section 5, the Raw System Output.
1. Executive Summary
Analysis Overview
DOCUMENTDeterministic AI Review
ANALYSIS IDENTIFIER95f3653c400cb359
ANALYSIS MODEKlaritee Focus
GENERATEDSeptember 20, 2026
INPUT SIZE1,097 words, 7,606 characters
Findings Overview
UNIQUE FINDINGS171
TOTAL FLAGGED OCCURRENCES272
CATEGORIES ACTIVATED19
CATEGORIES EVALUATED21
MOST FREQUENTLY FLAGGED FINDINGData (21)
HIGHEST-VOLUME CATEGORYData privacy and security
SOURCE LOCATIONS VERIFIED272 of 272
Principal Contract Assessment
Klaritee recognized 171 distinct terms across 272 occurrences, spanning 19 of 21 categories.
The largest concentration landed in Data privacy and security, which accounted for 70 of the 272 flagged occurrences. The most repeated term was “Data”, appearing 21 times.
2. Verification Artifact
This section records the identifiers and fingerprints tied to the analysis. The report shows only verification values the system truly produced. It never manufactures placeholder hashes.
Analysis Record
ANALYSIS IDENTIFIER95f3653c400cb359
GENERATED TIMESTAMP, UTC2026-09-20T00:00:00.000Z
REPORT SCHEMA VERSION1.0.0
ANALYSIS MODEKlaritee Focus
INPUT WORD COUNT1,097
INPUT CHARACTER COUNT7,606
CANONICAL FINDINGS171
ANCHORED OCCURRENCES272
Verification Values
INPUT HASH8a66e7e06f8e316ac4e2cee085b21685a22e247242b762d9fe0396f0a561c54b
SYSTEM OR CONFIGURATION HASH0ab3b5c7e737b53e0646751f2cf40d79a4a9ddace2f1ea676e7bbe1851a266ac
ANALYSIS OR INTEGRITY HASH7fea4a6c67773f62110d3331e9b267f0945bf9fbabe68fde848fdea222fc1449
RESULT HASH95f3653c400cb3597410f46494fb316923358bc43f10d487d732946adc3cf0bf
Verification Status
INPUT FINGERPRINT PRESENTYES
SYSTEM VERSION PRESENTYES
RESULT FINGERPRINT PRESENTYES
ALL FINDINGS ANCHOREDYES
OVERALL VERIFICATION STATUSVERIFIED
3. Findings by Category
This is the complete readable findings record.
Findings are grouped by the category the system assigned. Only categories that produced at least one finding are shown. Every canonical finding carries its explanatory record and every source occurrence tied to it. The report keeps the system’s real field names and reproduces the values from the canonical record.
3.1 Contract basics
CATEGORY IDENTIFIERCONTRACT_BASICS
CATEGORY DESCRIPTIONFoundational terms that establish the contract itself.
UNIQUE FINDINGS5
TOTAL OCCURRENCES8
CATEGORY STATUSACTIVE
Finding 1.1
FINDINGsoftware-as-a-service
CANONICAL IDENTIFIERCS_TERM_SOFTWARE_AS_A_SERVICE
MATCHED LANGUAGESOFTWARE AS A SERVICE
CATEGORYContract basics
CATEGORY IDENTIFIERCONTRACT_BASICS
DETECTOR OR RULECS_TERM_SOFTWARE_AS_A_SERVICE
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGSoftware you rent and use online.
WHAT IT MEANSSoftware delivered as a hosted subscription rather than installed.
WHAT IT MEANS FOR YOUThis model means the provider controls versions, uptime, and your data's location. Check what commitments cover each.
LOOK NEARBY FORcloud-based, analytics platform, subscription tier, Subscription term, processing region
Source Occurrences
Occurrence 1
“SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT This Software as a Service Subscription Agreement (the "Agreement…”
MATCHED TEXTSOFTWARE AS A SERVICE
CHARACTER SPAN0 through 21
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT This Software as a Service Subscription Agreement (the "Agreement") is entered into as of February 2, 2026 between M…”
MATCHED TEXTSoftware as a Service
CHARACTER SPAN51 through 72
LOCATION VERIFICATIONVERIFIED
Finding 1.2
FINDINGanalytics platform
CANONICAL IDENTIFIERCS_TERM_ANALYTICS_PLATFORM
MATCHED LANGUAGEanalytics platform
CATEGORYContract basics
CATEGORY IDENTIFIERCONTRACT_BASICS
DETECTOR OR RULECS_TERM_ANALYTICS_PLATFORM
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGA tool for analysing data.
WHAT IT MEANSA hosted product for analysing data.
WHAT IT MEANS FOR YOUProduct descriptions define what is actually being bought and what falls outside it. Check what the platform includes.
LOOK NEARBY FORsoftware-as-a-service, cloud-based, Basic Service, services or features, subscription tier
Source Occurrences
Occurrence 1
“…an Illinois limited liability company ("Customer"). Provider operates a hosted logistics analytics platform (the "Service"). Customer wishes to subscribe to the Service on the terms below. 1. Defi…”
MATCHED TEXTanalytics platform
CHARACTER SPAN354 through 372
LOCATION VERIFICATIONVERIFIED
Finding 1.3
FINDINGorder form
CANONICAL IDENTIFIERCS_TERM_ORDER_FORM
MATCHED LANGUAGEOrder Form
CATEGORYContract basics
CATEGORY IDENTIFIERCONTRACT_BASICS
DETECTOR OR RULECS_TERM_ORDER_FORM
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThe order sheet that says what you bought, how much, for how long, and at what price.
WHAT IT MEANSThe transactional document identifying the purchased services, quantities, term, and price under the agreement.
WHAT IT MEANS FOR YOUThe order form usually holds the numbers that actually cost you money, while the main agreement holds the rules. When the two disagree, the order-of-precedence clause decides which one wins, so read both together.
LOOK NEARBY FORdocumentation, order of precedence, subscription term, fees
Source Occurrences
Occurrence 1
“…s purposes. 2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels…”
MATCHED TEXTOrder Form
CHARACTER SPAN1232 through 1242
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…reement without Provider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties.…”
MATCHED TEXTOrder Form
CHARACTER SPAN7167 through 7177
LOCATION VERIFICATIONVERIFIED
Finding 1.4
FINDINGeffective date
CANONICAL IDENTIFIERCS_TERM_EFFECTIVE_DATE
MATCHED LANGUAGEEffective Date
CATEGORYContract basics
CATEGORY IDENTIFIERCONTRACT_BASICS
DETECTOR OR RULECS_TERM_EFFECTIVE_DATE
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThe day the clock actually starts: not always the day you signed.
WHAT IT MEANSThe date the contract's rights and obligations begin, which can differ from the date it was signed.
WHAT IT MEANS FOR YOURenewal windows, deadlines, and how long you are committed are usually counted from this date. Get it wrong by a month and you can miss the one window that lets you leave. Confirm it is the date you think it is.
LOOK NEARBY FORautomatic renewal, initial term, notice deadlines, the signature date
Source Occurrences
Occurrence 1
“…newal, and Fees 4.1 The initial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal t…”
MATCHED TEXTEffective Date
CHARACTER SPAN2020 through 2034
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to termination is provided at Provider's discr…”
MATCHED TEXTeffective date
CHARACTER SPAN4382 through 4396
LOCATION VERIFICATIONVERIFIED
Finding 1.5
FINDINGexecuted
CANONICAL IDENTIFIERCS_TERM_EXECUTED
MATCHED LANGUAGEexecuted
CATEGORYContract basics
CATEGORY IDENTIFIERCONTRACT_BASICS
DETECTOR OR RULECS_TERM_EXECUTED
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGSigned.
WHAT IT MEANSSigned so as to take effect.
WHAT IT MEANS FOR YOUExecution is what makes the document operative, and delivery is often required alongside it. Check what counts as executed and when.
LOOK NEARBY FORduly executed, execute and deliver, first executed, transmitted electronically, shall become effective
Source Occurrences
Occurrence 1
“…nstitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Meridian Cloud Services, Inc. By: An…”
MATCHED TEXTexecuted
CHARACTER SPAN7304 through 7312
LOCATION VERIFICATIONVERIFIED
3.2 Liability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
CATEGORY DESCRIPTIONTerms about legal responsibility and damages.
UNIQUE FINDINGS7
TOTAL OCCURRENCES16
CATEGORY STATUSACTIVE
Finding 2.1
FINDINGliability
CANONICAL IDENTIFIERCS_TERM_LIABILITY
MATCHED LANGUAGEliability
CATEGORYLiability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
DETECTOR OR RULECS_TERM_LIABILITY
OCCURRENCE COUNT8
PLAIN-ENGLISH MEANINGBeing on the hook for something.
WHAT IT MEANSLegal responsibility for a loss, cost, or obligation.
WHAT IT MEANS FOR YOUNearly every cap, exclusion, and indemnity in a contract operates on this word, so it marks where exposure is being shaped. Check whose liability is meant and what limits sit around it.
LOOK NEARBY FORlimitation of liability, without any liability, limitations, indemnification, exclusions
Source Occurrences
Occurrence 1
“…California corporation ("Provider"), and Calder Freight Partners LLC, an Illinois limited liability company ("Customer"). Provider operates a hosted logistics analytics platform (the "Serv…”
MATCHED TEXTliability
CHARACTER SPAN284 through 293
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…discontinue any feature or function of the Service at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is twelve (12) months beg…”
MATCHED TEXTliability
CHARACTER SPAN1907 through 1916
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…ider may suspend Customer's access to the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisput…”
MATCHED TEXTliability
CHARACTER SPAN5028 through 5037
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…funds, or extension of the Subscription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement sh…”
MATCHED TEXTLiability
CHARACTER SPAN5405 through 5414
LOCATION VERIFICATIONVERIFIED
Occurrence 5
“…rm as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid…”
MATCHED TEXTliability
CHARACTER SPAN5447 through 5456
LOCATION VERIFICATIONVERIFIED
Occurrence 6
“…ths immediately preceding the event giving rise to the claim. 7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of Customer Data, for any Security Incide…”
MATCHED TEXTliability
CHARACTER SPAN5668 through 5677
LOCATION VERIFICATIONVERIFIED
Occurrence 7
“…ustomer's indemnification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider ag…”
MATCHED TEXTliability
CHARACTER SPAN5991 through 6000
LOCATION VERIFICATIONVERIFIED
Occurrence 8
“…shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or…”
MATCHED TEXTliabilities
CHARACTER SPAN6125 through 6136
LOCATION VERIFICATIONVERIFIED
Finding 2.2
FINDINGremediation
CANONICAL IDENTIFIERCS_TERM_REMEDIATION
MATCHED LANGUAGEremediation
CATEGORYLiability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
DETECTOR OR RULECS_TERM_REMEDIATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe cleanup work after something breaks, and the cost that comes with it.
WHAT IT MEANSThe act of fixing or cleaning up after a failure or incident.
WHAT IT MEANS FOR YOURemediation is where a small failure can become a big bill, especially after a security incident. Whether the contract makes the other side remediate, and who pays, decides how much of the cleanup lands on you. Look for who owns it.
LOOK NEARBY FORremediation costs, data breach carve-out, security incident, insurance proceeds
Source Occurrences
Occurrence 1
“…ially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and…”
MATCHED TEXTremediation
CHARACTER SPAN4755 through 4766
LOCATION VERIFICATIONVERIFIED
Finding 2.3
FINDINGbear no cost
CANONICAL IDENTIFIERCS_TERM_BEAR_NO_COST
MATCHED LANGUAGEshall bear no cost
CATEGORYLiability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
DETECTOR OR RULECS_TERM_BEAR_NO_COST
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThey pay none of it.
WHAT IT MEANSA statement that a party carries none of the expense of a stated activity.
WHAT IT MEANS FOR YOUCost allocation after an incident often matters more than the liability cap, because response costs arrive first. Check which costs are disclaimed and who is left holding them.
LOOK NEARBY FORcredit monitoring, breach notification, forensic, sole obligation, limitation of liability
Source Occurrences
Occurrence 1
“…credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's…”
MATCHED TEXTshall bear no cost
CHARACTER SPAN4857 through 4875
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…t monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's…”
MATCHED TEXTbear no cost
CHARACTER SPAN4863 through 4875
LOCATION VERIFICATIONVERIFIED
Finding 2.4
FINDINGarising
CANONICAL IDENTIFIERCS_TERM_ARISING
MATCHED LANGUAGEarising
CATEGORYLiability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
DETECTOR OR RULECS_TERM_ARISING
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGComing out of that.
WHAT IT MEANSComing into existence out of a stated cause or event.
WHAT IT MEANS FOR YOUCausation wording sets how far an indemnity or exclusion reaches, and arising out of is broader than caused by. Check the linking words and what they connect.
LOOK NEARBY FORany and all losses, underlying Loss, incurred, indemnification, directly from the
Source Occurrences
Occurrence 1
“…sult of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Custo…”
MATCHED TEXTarising
CHARACTER SPAN5457 through 5464
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…ess Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose…”
MATCHED TEXTarising
CHARACTER SPAN6165 through 6172
LOCATION VERIFICATIONVERIFIED
Finding 2.5
FINDINGexemplary
CANONICAL IDENTIFIERCS_TERM_EXEMPLARY
MATCHED LANGUAGEexemplary
CATEGORYLiability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
DETECTOR OR RULECS_TERM_EXEMPLARY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGExtra damages aimed at punishment, not at covering your actual loss.
WHAT IT MEANSA damages label, usually paired with punitive damages, for amounts meant to punish rather than compensate.
WHAT IT MEANS FOR YOUExemplary damages almost always appear in the list of things a contract excludes. Seeing the word usually means the clause is ruling out punishment-style recovery, not describing anything praiseworthy.
LOOK NEARBY FORpunitive damages, consequential damages, in no event shall, exclusion of consequential damages
Source Occurrences
Occurrence 1
“…Data, for any Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification…”
MATCHED TEXTexemplary
CHARACTER SPAN5828 through 5837
LOCATION VERIFICATIONVERIFIED
Finding 2.6
FINDINGpunitive
CANONICAL IDENTIFIERCS_TERM_PUNITIVE
MATCHED LANGUAGEpunitive
CATEGORYLiability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
DETECTOR OR RULECS_TERM_PUNITIVE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGDamages meant to punish, not to repay.
WHAT IT MEANSRelating to damages awarded to punish conduct rather than to compensate a loss.
WHAT IT MEANS FOR YOUPunitive recovery is almost always excluded by contract, and the exclusion often extends to indemnified third party claims. Check whether the exclusion carves out amounts actually paid to a third party.
LOOK NEARBY FORpunitive damages, consequential damages, exclusions, indemnification, limitation of liability
Source Occurrences
Occurrence 1
“…Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations u…”
MATCHED TEXTpunitive
CHARACTER SPAN5842 through 5850
LOCATION VERIFICATIONVERIFIED
Finding 2.7
FINDINGpunitive damages
CANONICAL IDENTIFIERCS_TERM_PUNITIVE_DAMAGES
MATCHED LANGUAGEpunitive damages
CATEGORYLiability and damages
CATEGORY IDENTIFIERLIABILITY_AND_DAMAGES
DETECTOR OR RULECS_TERM_PUNITIVE_DAMAGES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe 'make an example of them' damages: almost always written off in advance.
WHAT IT MEANSDamages meant to punish especially bad conduct rather than to compensate a loss; commonly excluded by contract.
WHAT IT MEANS FOR YOUExcluding punitive damages is standard, but it matters most when conduct is egregious. It quietly caps the price of behaving badly, so notice whether any carve-out survives for fraud or willful misconduct.
LOOK NEARBY FORexclusion of damages, fraud carve-out, willful misconduct, gross negligence
Source Occurrences
Occurrence 1
“…Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Sec…”
MATCHED TEXTpunitive damages
CHARACTER SPAN5842 through 5858
LOCATION VERIFICATIONVERIFIED
3.3 Data privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
CATEGORY DESCRIPTIONTerms about handling data and security.
UNIQUE FINDINGS29
TOTAL OCCURRENCES70
CATEGORY STATUSACTIVE
Finding 3.1
FINDINGcustomer data
CANONICAL IDENTIFIERCS_TERM_CUSTOMER_DATA
MATCHED LANGUAGECustomer Data
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_CUSTOMER_DATA
OCCURRENCE COUNT13
PLAIN-ENGLISH MEANINGThe data you put into the product, and what the product makes from it.
WHAT IT MEANSData submitted, stored, transmitted, or generated through the customer's use of the service, subject to the contract's definition.
WHAT IT MEANS FOR YOUAlmost every data right, security duty, and deletion promise hangs off this definition, so its edges matter. Whether it includes data the system derives about you, and who owns it, sets the scope of everything downstream.
LOOK NEARBY FORpersonal data, ownership of data, return of data, aggregated and de-identified data
Source Occurrences
Occurrence 1
“…"). Customer wishes to subscribe to the Service on the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service…”
MATCHED TEXTCustomer Data
CHARACTER SPAN476 through 489
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“….2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Sec…”
MATCHED TEXTCustomer Data
CHARACTER SPAN803 through 816
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Data. 5.2 Customer g…”
MATCHED TEXTCustomer Data
CHARACTER SPAN2812 through 2825
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…er's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublice…”
MATCHED TEXTCustomer Data
CHARACTER SPAN2885 through 2898
LOCATION VERIFICATIONVERIFIED
Occurrence 5
“…able, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to provide the Service. 5.3 Customer further grants Provider a perpetual, i…”
MATCHED TEXTCustomer Data
CHARACTER SPAN3040 through 3053
LOCATION VERIFICATIONVERIFIED
Occurrence 6
“…further grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, a…”
MATCHED TEXTCustomer Data
CHARACTER SPAN3194 through 3207
LOCATION VERIFICATIONVERIFIED
Occurrence 7
“…. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors,…”
MATCHED TEXTCustomer Data
CHARACTER SPAN3520 through 3533
LOCATION VERIFICATIONVERIFIED
Occurrence 8
“…this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider de…”
MATCHED TEXTCustomer Data
CHARACTER SPAN3559 through 3572
LOCATION VERIFICATIONVERIFIED
Occurrence 9
“…y reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after t…”
MATCHED TEXTCustomer Data
CHARACTER SPAN4276 through 4289
LOCATION VERIFICATIONVERIFIED
Occurrence 10
“…grate, or make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to t…”
MATCHED TEXTCustomer Data
CHARACTER SPAN4341 through 4354
LOCATION VERIFICATIONVERIFIED
Occurrence 11
“…7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of Customer Data, for any Security Incident, or for any indirect, incidental, consequential, special, exem…”
MATCHED TEXTCustomer Data
CHARACTER SPAN5729 through 5742
LOCATION VERIFICATIONVERIFIED
Occurrence 12
“…against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appea…”
MATCHED TEXTCustomer Data
CHARACTER SPAN6178 through 6191
LOCATION VERIFICATIONVERIFIED
Occurrence 13
“…omer's use of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for claims that the Service i…”
MATCHED TEXTCustomer Data
CHARACTER SPAN6287 through 6300
LOCATION VERIFICATIONVERIFIED
Finding 3.2
FINDINGData
CANONICAL IDENTIFIERCS_TERM_DATA
MATCHED LANGUAGEData
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_DATA
OCCURRENCE COUNT21
PLAIN-ENGLISH MEANINGThe information covered by the contract.
WHAT IT MEANSInformation held or processed under the agreement, often a defined term with its own scope.
WHAT IT MEANS FOR YOUHow data is defined decides which protections apply to which information, and definitions often split customer data from usage data. Check the definition and whether derived or usage data is treated differently.
LOOK NEARBY FORCustomer inputs, Privacy, Security, Data Training Rights, retention
Source Occurrences
Occurrence 1
“…mer wishes to subscribe to the Service on the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service…”
MATCHED TEXTData
CHARACTER SPAN485 through 489
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…bscribe to the Service on the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service by Customer or…”
MATCHED TEXTdata
CHARACTER SPAN501 through 505
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…r generated within the Service by Customer or its users, including shipment records, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Inciden…”
MATCHED TEXTdata
CHARACTER SPAN639 through 643
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…the Service by Customer or its users, including shipment records, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauth…”
MATCHED TEXTdata
CHARACTER SPAN658 through 662
LOCATION VERIFICATIONVERIFIED
Occurrence 5
“…ity Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Sec…”
MATCHED TEXTData
CHARACTER SPAN812 through 816
LOCATION VERIFICATIONVERIFIED
Occurrence 6
“…Customer's internal business purposes. 2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then…”
MATCHED TEXTdata
CHARACTER SPAN1204 through 1208
LOCATION VERIFICATIONVERIFIED
Occurrence 7
“…efundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Data. 5.2 Customer g…”
MATCHED TEXTData
CHARACTER SPAN2821 through 2825
LOCATION VERIFICATIONVERIFIED
Occurrence 8
“…ch. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublice…”
MATCHED TEXTData
CHARACTER SPAN2894 through 2898
LOCATION VERIFICATIONVERIFIED
Occurrence 9
“…ldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to provide the Service. 5.3 Customer further grants Provider a perpetual, i…”
MATCHED TEXTData
CHARACTER SPAN3049 through 3053
LOCATION VERIFICATIONVERIFIED
Occurrence 10
“…grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, a…”
MATCHED TEXTData
CHARACTER SPAN3203 through 3207
LOCATION VERIFICATIONVERIFIED
Occurrence 11
“…cense survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors,…”
MATCHED TEXTData
CHARACTER SPAN3529 through 3533
LOCATION VERIFICATIONVERIFIED
Occurrence 12
“…ement and is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider de…”
MATCHED TEXTData
CHARACTER SPAN3568 through 3572
LOCATION VERIFICATIONVERIFIED
Occurrence 13
“…equired for the addition, removal, or substitution of any subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is inco…”
MATCHED TEXTdata
CHARACTER SPAN3852 through 3856
LOCATION VERIFICATIONVERIFIED
Occurrence 14
“…ny subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written reques…”
MATCHED TEXTData
CHARACTER SPAN3907 through 3911
LOCATION VERIFICATIONVERIFIED
Occurrence 15
“…Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after t…”
MATCHED TEXTData
CHARACTER SPAN4285 through 4289
LOCATION VERIFICATIONVERIFIED
Occurrence 16
“…make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to t…”
MATCHED TEXTData
CHARACTER SPAN4350 through 4354
LOCATION VERIFICATIONVERIFIED
Occurrence 17
“…vider shall have no liability whatsoever for loss, corruption, or destruction of Customer Data, for any Security Incident, or for any indirect, incidental, consequential, special, exem…”
MATCHED TEXTData
CHARACTER SPAN5738 through 5742
LOCATION VERIFICATIONVERIFIED
Occurrence 18
“…ll claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appea…”
MATCHED TEXTData
CHARACTER SPAN6187 through 6191
LOCATION VERIFICATIONVERIFIED
Occurrence 19
“…tomer Data, Customer's use of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for…”
MATCHED TEXTdata
CHARACTER SPAN6271 through 6275
LOCATION VERIFICATIONVERIFIED
Occurrence 20
“…e of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for claims that the Service i…”
MATCHED TEXTData
CHARACTER SPAN6296 through 6300
LOCATION VERIFICATIONVERIFIED
Occurrence 21
“…vider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WH…”
MATCHED TEXTData
CHARACTER SPAN7186 through 7190
LOCATION VERIFICATIONVERIFIED
Finding 3.3
FINDINGcontent submitted
CANONICAL IDENTIFIERCS_TERM_CONTENT_SUBMITTED
MATCHED LANGUAGEcontent submitted
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_CONTENT_SUBMITTED
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWhatever you upload or type in.
WHAT IT MEANSMaterial a customer puts into a service.
WHAT IT MEANS FOR YOUThis is the entry point for confidential material into someone else's system, and training and retention rights usually attach here. Check what happens to it after submission.
LOOK NEARBY FORCustomer inputs, prompt, Data Training Rights, retention, human review
Source Occurrences
Occurrence 1
“…the terms below. 1. Definitions 1.1 "Customer Data" means all data, records, files, and content submitted to or generated within the Service by Customer or its users, including shipment records,…”
MATCHED TEXTcontent submitted
CHARACTER SPAN527 through 544
LOCATION VERIFICATIONVERIFIED
Finding 3.4
FINDINGpersonal data
CANONICAL IDENTIFIERCS_TERM_PERSONAL_DATA
MATCHED LANGUAGEpersonal data
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_PERSONAL_DATA
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGData that can be tied back to a specific individual.
WHAT IT MEANSInformation relating to an identified or identifiable person, subject to the contract's definition and applicable law.
WHAT IT MEANS FOR YOUPersonal data is the trigger for most privacy obligations, so its exact definition sets the scope of everything that follows. A broad definition sweeps in more; a narrow one quietly shrinks the protections.
LOOK NEARBY FORdata protection laws, de-identified, unauthorized access, processing
Source Occurrences
Occurrence 1
“…d within the Service by Customer or its users, including shipment records, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauth…”
MATCHED TEXTpersonal data
CHARACTER SPAN649 through 662
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for…”
MATCHED TEXTpersonal data
CHARACTER SPAN6262 through 6275
LOCATION VERIFICATIONVERIFIED
Finding 3.5
FINDINGSecurity
CANONICAL IDENTIFIERCS_TERM_SECURITY
MATCHED LANGUAGESecurity
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_SECURITY
OCCURRENCE COUNT3
PLAIN-ENGLISH MEANINGHow systems and data are kept protected.
WHAT IT MEANSThe measures protecting systems and data from unauthorized access, loss, or change.
WHAT IT MEANS FOR YOUSecurity promises range from a named standard to a vague reasonable measures phrase, and the difference decides what you can actually enforce. Check whether a specific standard or certification is committed to.
LOOK NEARBY FORindustry-standard, encryption algorithms, attestation, material security risk, data leakage
Source Occurrences
Occurrence 1
“…cords, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Dat…”
MATCHED TEXTSecurity
CHARACTER SPAN717 through 725
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…retion and at Provider's then-current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially re…”
MATCHED TEXTSecurity
CHARACTER SPAN4575 through 4583
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…ve no liability whatsoever for loss, corruption, or destruction of Customer Data, for any Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive…”
MATCHED TEXTSecurity
CHARACTER SPAN5752 through 5760
LOCATION VERIFICATIONVERIFIED
Finding 3.6
FINDINGsecurity incident
CANONICAL IDENTIFIERCS_TERM_SECURITY_INCIDENT
MATCHED LANGUAGESecurity Incident
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_SECURITY_INCIDENT
OCCURRENCE COUNT3
PLAIN-ENGLISH MEANINGThe umbrella term for 'something went wrong with security': as they define it.
WHAT IT MEANSA defined event affecting the security of systems or data, often triggering notice and response obligations.
WHAT IT MEANS FOR YOUHow 'security incident' is defined decides when you even get told. A narrow definition can leave real exposures unreported. Check what triggers notice, and how fast that notice has to reach you.
LOOK NEARBY FORdata breach, notification timeline, who must notify whom, remediation duties
Source Occurrences
Occurrence 1
“…cords, rate data, and personal data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "…”
MATCHED TEXTSecurity Incident
CHARACTER SPAN717 through 734
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…retion and at Provider's then-current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable…”
MATCHED TEXTSecurity Incident
CHARACTER SPAN4575 through 4592
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…ve no liability whatsoever for loss, corruption, or destruction of Customer Data, for any Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages.…”
MATCHED TEXTSecurity Incident
CHARACTER SPAN5752 through 5769
LOCATION VERIFICATIONVERIFIED
Finding 3.7
FINDINGunauthorized access
CANONICAL IDENTIFIERCS_TERM_UNAUTHORIZED_ACCESS
MATCHED LANGUAGEunauthorized access
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_UNAUTHORIZED_ACCESS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGSomeone got into systems or data who was not supposed to.
WHAT IT MEANSAccess to systems or data by someone without permission, a common trigger for security and notification duties.
WHAT IT MEANS FOR YOUThis phrase often defines when a security incident or breach obligation kicks in. How it is worded decides which events count, so check whether it reaches attempted access, internal misuse, or only outside intruders.
LOOK NEARBY FORsecurity incident, without undue delay, personal data, notification
Source Occurrences
Occurrence 1
“…l data of Customer personnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the in…”
MATCHED TEXTunauthorized access
CHARACTER SPAN746 through 765
LOCATION VERIFICATIONVERIFIED
Finding 3.8
FINDINGde-identified
CANONICAL IDENTIFIERCS_TERM_DE_IDENTIFIED
MATCHED LANGUAGEde-identified
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_DE_IDENTIFIED
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGData with the name tags removed so it is not obviously about you.
WHAT IT MEANSData stripped of identifiers so it no longer readily points to a specific person, subject to the contract's definition.
WHAT IT MEANS FOR YOUDe-identified data is often carved out of privacy protections and freed for broader use. How strong the de-identification must be, and whether re-identification is barred, decides how real that protection is.
LOOK NEARBY FORpersonal data, aggregated data, model training, re-identification
Source Occurrences
Occurrence 1
“…revocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning a…”
MATCHED TEXTde-identified
CHARACTER SPAN3234 through 3247
LOCATION VERIFICATIONVERIFIED
Finding 3.9
FINDINGaggregated form
CANONICAL IDENTIFIERCS_TERM_AGGREGATED_FORM
MATCHED LANGUAGEaggregated form
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_AGGREGATED_FORM
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYour data blended in with everyone else's.
WHAT IT MEANSData combined with other records so individual entries are no longer distinguishable.
WHAT IT MEANS FOR YOUAggregation is the usual route to unrestricted vendor use, because aggregated data often sits outside the protections applied to customer data. Check whether aggregated use is capped and who owns the result.
LOOK NEARBY FORde-identified, derived data, Data Training Rights, usage data, general training set
Source Occurrences
Occurrence 1
“…de, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intell…”
MATCHED TEXTaggregated form
CHARACTER SPAN3252 through 3267
LOCATION VERIFICATIONVERIFIED
Finding 3.10
FINDINGto train
CANONICAL IDENTIFIERCS_TERM_TO_TRAIN
MATCHED LANGUAGEto train
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_TO_TRAIN
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGUsing the data to teach an AI model.
WHAT IT MEANSUsing data to build or adjust a machine learning model.
WHAT IT MEANS FOR YOUThis is the operative verb in a training rights clause, and it is where a data licence turns into model capability. Check what data may be used and whether the resulting model is shared.
LOOK NEARBY FORData Training Rights, train and improve, model trained, general training set, opt out of training
Source Occurrences
Occurrence 1
“…license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence mod…”
MATCHED TEXTto train
CHARACTER SPAN3269 through 3277
LOCATION VERIFICATIONVERIFIED
Finding 3.11
FINDINGmachine learning
CANONICAL IDENTIFIERCS_TERM_MACHINE_LEARNING
MATCHED LANGUAGEmachine learning
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_MACHINE_LEARNING
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGSoftware that learns patterns from data rather than following fixed rules.
WHAT IT MEANSA reference to automated systems that are trained from data, often defining a product feature or a permitted use.
WHAT IT MEANS FOR YOUIn modern SaaS terms, machine learning can define what the product does or how your data may be used. The important question is whether your data feeds their systems, and on what terms.
LOOK NEARBY FORmodel training, artificial intelligence, personal data, aggregated data
Source Occurrences
Occurrence 1
“…ied, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and ser…”
MATCHED TEXTmachine learning
CHARACTER SPAN3319 through 3335
LOCATION VERIFICATIONVERIFIED
Finding 3.12
FINDINGartificial intelligence
CANONICAL IDENTIFIERCS_TERM_ARTIFICIAL_INTELLIGENCE
MATCHED LANGUAGEartificial intelligence
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_ARTIFICIAL_INTELLIGENCE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe contract's label for AI features or AI-related handling of data.
WHAT IT MEANSA term that may define a product feature, a permitted use, a restricted use, or a data-processing activity.
WHAT IT MEANS FOR YOUArtificial intelligence can appear as something you get, something you may not do, or something done with your data. Read which sense the contract means, because the same two words can grant, restrict, or expose.
LOOK NEARBY FORmachine learning, model training, acceptable use, personal data
Source Occurrences
Occurrence 1
“…r aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives…”
MATCHED TEXTartificial intelligence
CHARACTER SPAN3340 through 3363
LOCATION VERIFICATIONVERIFIED
Finding 3.13
FINDINGartificial intelligence models
CANONICAL IDENTIFIERCS_TERM_ARTIFICIAL_INTELLIGENCE_MODELS
MATCHED LANGUAGEartificial intelligence models
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_ARTIFICIAL_INTELLIGENCE_MODELS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe specific AI models, not AI in the abstract.
WHAT IT MEANSThe AI model objects a contract may license, restrict, or feed with data, distinct from artificial intelligence as a general term.
WHAT IT MEANS FOR YOUPointing at the models as things usually signals rights and ownership questions: who made them, who owns them, and what data went in. Read whether your content trains them and what you get in return.
LOOK NEARBY FORmachine learning models, model training, third-party model providers, ownership interest
Source Occurrences
Occurrence 1
“…r aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives termin…”
MATCHED TEXTartificial intelligence models
CHARACTER SPAN3340 through 3370
LOCATION VERIFICATIONVERIFIED
Finding 3.14
FINDINGdevelop, market, and sell
CANONICAL IDENTIFIERCS_TERM_DEVELOP_MARKET_AND_SELL
MATCHED LANGUAGEdevelop, market, and sell
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_DEVELOP_MARKET_AND_SELL
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGBuilding and selling new products off it.
WHAT IT MEANSUsing material to build and commercialise products and services.
WHAT IT MEANS FOR YOUThis wording takes the use of your data beyond delivering the service and into the vendor's own product line. Check whether your data can fund products sold to your competitors.
LOOK NEARBY FORData Training Rights, to train, derived data, general training set, public AI models
Source Occurrences
Occurrence 1
“…efine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not…”
MATCHED TEXTdevelop, market, and sell
CHARACTER SPAN3379 through 3404
LOCATION VERIFICATIONVERIFIED
Finding 3.15
FINDINGnot revocable by deletion
CANONICAL IDENTIFIERCS_TERM_NOT_REVOCABLE_BY_DELETION
MATCHED LANGUAGEnot revocable by deletion
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_NOT_REVOCABLE_BY_DELETION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGDeleting your data does not cancel their rights to it.
WHAT IT MEANSA statement that deleting data does not withdraw the rights already granted over it.
WHAT IT MEANS FOR YOUThis makes a deletion request cosmetic, because the licence and anything trained on the data continue regardless. Check what deletion actually achieves under the agreement.
LOOK NEARBY FORsurvives deletion, Algorithmic Data Deletion, irrevocable, license survives termination, permanently delete
Source Occurrences
Occurrence 1
“…ell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, a…”
MATCHED TEXTnot revocable by deletion
CHARACTER SPAN3491 through 3516
LOCATION VERIFICATIONVERIFIED
Finding 3.16
FINDINGapproved subprocessors
CANONICAL IDENTIFIERCS_TERM_APPROVED_SUBPROCESSORS
MATCHED LANGUAGEsubprocessors
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_APPROVED_SUBPROCESSORS
OCCURRENCE COUNT3
PLAIN-ENGLISH MEANINGThe other companies that get to touch your data: sometimes a list you never really approve.
WHAT IT MEANSThird parties a vendor may use to process your data, sometimes pre-approved in bulk with limited notice of changes.
WHAT IT MEANS FOR YOUEvery subprocessor is another place your data lives and another link that can break. If new ones can be added without meaningful notice or a right to object, your data can spread further than you agreed to.
LOOK NEARBY FORnotice of new subprocessors, right to object, data processing addendum, flow-down obligations
Source Occurrences
Occurrence 1
“…is not revocable by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Pr…”
MATCHED TEXTsubprocessors
CHARACTER SPAN3578 through 3591
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…nd commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of a…”
MATCHED TEXTsubprocessor
CHARACTER SPAN3715 through 3727
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…st and Customer consent is not required for the addition, removal, or substitution of any subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing…”
MATCHED TEXTsubprocessor
CHARACTER SPAN3820 through 3832
LOCATION VERIFICATIONVERIFIED
Finding 3.17
FINDINGanalytics vendors
CANONICAL IDENTIFIERCS_TERM_ANALYTICS_VENDORS
MATCHED LANGUAGEanalytics vendors
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_ANALYTICS_VENDORS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOutside companies that crunch your data.
WHAT IT MEANSThird party providers engaged to analyse data collected through a service.
WHAT IT MEANS FOR YOUAnalytics vendors are an easy category to miss because they sit outside the usual subprocessor discussion. Check whether they are named, whether they see customer data, and whether the same duties bind them.
LOOK NEARBY FORcommercial partners, subprocessor list, sub-processors, downstream sub-processors, Data
Source Occurrences
Occurrence 1
“…n of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a publ…”
MATCHED TEXTanalytics vendors
CHARACTER SPAN3605 through 3622
LOCATION VERIFICATIONVERIFIED
Finding 3.18
FINDINGcommercial partners
CANONICAL IDENTIFIERCS_TERM_COMMERCIAL_PARTNERS
MATCHED LANGUAGEcommercial partners
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_COMMERCIAL_PARTNERS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOther companies they do business with.
WHAT IT MEANSBusiness partners a provider may share data with for commercial purposes.
WHAT IT MEANS FOR YOUThis is the broadest sharing category in most agreements and it usually has nothing to do with delivering your service. Check what is shared, for what purpose, and whether you can refuse.
LOOK NEARBY FORanalytics vendors, sub-processors, develop, market, and sell, Data Training Rights, consent
Source Occurrences
Occurrence 1
“…4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and…”
MATCHED TEXTcommercial partners
CHARACTER SPAN3628 through 3647
LOCATION VERIFICATIONVERIFIED
Finding 3.19
FINDINGmaintain a public subprocessor list
CANONICAL IDENTIFIERCS_TERM_MAINTAIN_A_PUBLIC_SUBPROCESSOR_LIST
MATCHED LANGUAGEmaintain a public subprocessor list
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_MAINTAIN_A_PUBLIC_SUBPROCESSOR_LIST
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGKeeping a public list of who handles your data.
WHAT IT MEANSPublishing an up to date list of the parties a provider uses to process data.
WHAT IT MEANS FOR YOUWithout a published list you cannot know who holds your data or when that changes. Check whether a list exists, where it lives, and whether changes are notified.
LOOK NEARBY FORsubprocessor list, engages a Subprocessor, sub-processors, notice of changes, Customer consent is not required for the addition
Source Occurrences
Occurrence 1
“…alytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any su…”
MATCHED TEXTmaintain a public subprocessor list
CHARACTER SPAN3697 through 3732
LOCATION VERIFICATIONVERIFIED
Finding 3.20
FINDINGsubprocessor list
CANONICAL IDENTIFIERCS_TERM_SUBPROCESSOR_LIST
MATCHED LANGUAGEsubprocessor list
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_SUBPROCESSOR_LIST
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe list of companies handling your data.
WHAT IT MEANSThe record of third parties a provider uses to process data.
WHAT IT MEANS FOR YOUThe list is the only practical way to know where your data sits. Check whether it is published, how changes are communicated, and whether you can object.
LOOK NEARBY FORmaintain a public subprocessor list, engages a Subprocessor, approved subprocessors, sub-processors, notice of changes
Source Occurrences
Occurrence 1
“…nd commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any su…”
MATCHED TEXTsubprocessor list
CHARACTER SPAN3715 through 3732
LOCATION VERIFICATIONVERIFIED
Finding 3.21
FINDINGdata processing addendum
CANONICAL IDENTIFIERCS_TERM_DATA_PROCESSING_ADDENDUM
MATCHED LANGUAGEData Processing Addendum
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_DATA_PROCESSING_ADDENDUM
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThe side document that actually governs your personal data: easy to skip, easy to regret.
WHAT IT MEANSA separate document setting the rules for handling personal data, often required by privacy laws such as the GDPR.
WHAT IT MEANS FOR YOUThe DPA is where the real data rules live, and it is often attached rather than in the main contract. If it is missing, outdated, or one-sided, your privacy protections may be weaker than the headline terms suggest.
LOOK NEARBY FORapproved subprocessors, data return, deletion certification, security incident
Source Occurrences
Occurrence 1
“…ny subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provide…”
MATCHED TEXTData Processing Addendum
CHARACTER SPAN3907 through 3931
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…vider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties h…”
MATCHED TEXTData Processing Addendum
CHARACTER SPAN7186 through 7210
LOCATION VERIFICATIONVERIFIED
Finding 3.22
FINDINGno obligation to return
CANONICAL IDENTIFIERCS_TERM_NO_OBLIGATION_TO_RETURN
MATCHED LANGUAGEno obligation to return
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_NO_OBLIGATION_TO_RETURN
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThey do not have to give it back.
WHAT IT MEANSA statement that a party need not give back data or materials at the end.
WHAT IT MEANS FOR YOUThis leaves exit entirely to whatever you extract before termination. Check what you can retrieve in advance and how long you have.
LOOK NEARBY FORexport, retrieval period, permanently delete, data portability, Model Off-Boarding
Source Occurrences
Occurrence 1
“…5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently…”
MATCHED TEXTno obligation to return
CHARACTER SPAN4216 through 4239
LOCATION VERIFICATIONVERIFIED
Finding 3.23
FINDINGexport
CANONICAL IDENTIFIERCS_TERM_EXPORT
MATCHED LANGUAGEexport
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_EXPORT
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGPulling your data out.
WHAT IT MEANSTaking a copy of data out of a system.
WHAT IT MEANS FOR YOUExport rights decide whether you leave with your records or without them. Check whether export is a right or a discretionary favour, and whether it is charged for.
LOOK NEARBY FORdata portability, migrate, retrieval period, no obligation to return, at Provider's discretion
Source Occurrences
Occurrence 1
“…ermination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete…”
MATCHED TEXTexport
CHARACTER SPAN4241 through 4247
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…ly delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to termination is provided at Provider's discretion and at Provider's the…”
MATCHED TEXTexport
CHARACTER SPAN4417 through 4423
LOCATION VERIFICATIONVERIFIED
Finding 3.24
FINDINGmigrate
CANONICAL IDENTIFIERCS_TERM_MIGRATE
MATCHED LANGUAGEmigrate
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_MIGRATE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGMoving everything across to somewhere else.
WHAT IT MEANSMoving data or workloads from one system to another.
WHAT IT MEANS FOR YOUMigration support is what turns a right to leave into an ability to leave. Check whether assistance is promised and at what rate.
LOOK NEARBY FORexport, data portability, transition assistance, Model Off-Boarding, retrieval period
Source Occurrences
Occurrence 1
“…on of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Custo…”
MATCHED TEXTmigrate
CHARACTER SPAN4249 through 4256
LOCATION VERIFICATIONVERIFIED
Finding 3.25
FINDINGpermanently delete
CANONICAL IDENTIFIERCS_TERM_PERMANENTLY_DELETE
MATCHED LANGUAGEpermanently delete
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_PERMANENTLY_DELETE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWiping it for good.
WHAT IT MEANSRemoving data irreversibly rather than disabling or archiving it.
WHAT IT MEANS FOR YOUA permanent deletion right held by the vendor can destroy records you still need, and deletion of stored data may not touch trained models. Check the timing and what deletion actually reaches.
LOOK NEARBY FORretrieval period, Algorithmic Data Deletion, survives deletion, no obligation to return, export
Source Occurrences
Occurrence 1
“…n to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export re…”
MATCHED TEXTpermanently delete
CHARACTER SPAN4318 through 4336
LOCATION VERIFICATIONVERIFIED
Finding 3.26
FINDINGforensic
CANONICAL IDENTIFIERCS_TERM_FORENSIC
MATCHED LANGUAGEforensic
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_FORENSIC
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWorking out exactly what happened in a breach.
WHAT IT MEANSTechnical investigation establishing how an incident happened and what was affected.
WHAT IT MEANS FOR YOUWithout forensic detail you cannot meet your own regulatory duties or tell customers what was exposed. Check whether findings are shared and who bears the cost.
LOOK NEARBY FORsecurity incident, breach notification, bear no cost, remediation, audit rights
Source Occurrences
Occurrence 1
“…within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulato…”
MATCHED TEXTforensic
CHARACTER SPAN4738 through 4746
LOCATION VERIFICATIONVERIFIED
Finding 3.27
FINDINGcredit monitoring
CANONICAL IDENTIFIERCS_TERM_CREDIT_MONITORING
MATCHED LANGUAGEcredit monitoring
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_CREDIT_MONITORING
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWatching affected people's credit after a breach.
WHAT IT MEANSA remedial service offered to individuals whose personal data was exposed.
WHAT IT MEANS FOR YOUThis is one of the largest cost items after a breach, and contracts often stay silent on who funds it. Check whether the vendor is obliged to provide or pay for it.
LOOK NEARBY FORbreach notification, notification to affected individuals, bear no cost, security incident, remediation
Source Occurrences
Occurrence 1
“…ble timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost…”
MATCHED TEXTcredit monitoring
CHARACTER SPAN4768 through 4785
LOCATION VERIFICATIONVERIFIED
Finding 3.28
FINDINGnotification to affected individuals
CANONICAL IDENTIFIERCS_TERM_NOTIFICATION_TO_AFFECTED_INDIVIDUALS
MATCHED LANGUAGEnotification to affected individuals
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_NOTIFICATION_TO_AFFECTED_INDIVIDUALS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGTelling the people whose data was exposed.
WHAT IT MEANSTelling the people whose personal data was involved in an incident.
WHAT IT MEANS FOR YOUIndividual notice is usually the most expensive and reputationally visible part of a breach response. Check who carries the duty and the cost.
LOOK NEARBY FORbreach notification, regulatory notification, credit monitoring, bear no cost, personal data
Source Occurrences
Occurrence 1
“…ider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing.…”
MATCHED TEXTnotification to affected individuals
CHARACTER SPAN4787 through 4823
LOCATION VERIFICATIONVERIFIED
Finding 3.29
FINDINGregulatory notification
CANONICAL IDENTIFIERCS_TERM_REGULATORY_NOTIFICATION
MATCHED LANGUAGEregulatory notification
CATEGORYData privacy and security
CATEGORY IDENTIFIERDATA_PRIVACY_AND_SECURITY
DETECTOR OR RULECS_TERM_REGULATORY_NOTIFICATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGTelling the regulator.
WHAT IT MEANSReporting an incident to a supervisory authority or regulator.
WHAT IT MEANS FOR YOURegulatory clocks run from discovery and are short, so silence from a vendor can put you in breach. Check the vendor's reporting deadline to you.
LOOK NEARBY FORbreach notification, notification to affected individuals, privacy laws, security incident, HIPAA
Source Occurrences
Occurrence 1
“…forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provide…”
MATCHED TEXTregulatory notification
CHARACTER SPAN4828 through 4851
LOCATION VERIFICATIONVERIFIED
3.4 Assignment and control
CATEGORY IDENTIFIERASSIGNMENT_AND_CONTROL
CATEGORY DESCRIPTIONTerms about transferring rights or control.
UNIQUE FINDINGS3
TOTAL OCCURRENCES3
CATEGORY STATUSACTIVE
Finding 4.1
FINDINGacquisition
CANONICAL IDENTIFIERCS_TERM_ACQUISITION
MATCHED LANGUAGEacquisition
CATEGORYAssignment and control
CATEGORY IDENTIFIERASSIGNMENT_AND_CONTROL
DETECTOR OR RULECS_TERM_ACQUISITION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOne company buying another, or its assets.
WHAT IT MEANSA purchase of a company or its assets, often addressed by an assignment or change-of-control clause.
WHAT IT MEANS FOR YOULike a merger, an acquisition can count as a change of control that lets the other side consent to or block the transfer. Read whether an acquisition is a permitted exception, since that decides how freely the contract moves when ownership changes.
LOOK NEARBY FORmerger, corporate reorganization, change of control, assignment
Source Occurrences
Occurrence 1
“…nnel and Customer's customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and a…”
MATCHED TEXTacquisition
CHARACTER SPAN770 through 781
LOCATION VERIFICATIONVERIFIED
Finding 4.2
FINDINGwithout Customer consent
CANONICAL IDENTIFIERCS_TERM_WITHOUT_CUSTOMER_CONSENT
MATCHED LANGUAGEwithout Customer consent
CATEGORYAssignment and control
CATEGORY IDENTIFIERASSIGNMENT_AND_CONTROL
DETECTOR OR RULECS_TERM_WITHOUT_CUSTOMER_CONSENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThey do not need your sign off.
WHAT IT MEANSPermitting a party to act without the customer's agreement.
WHAT IT MEANS FOR YOUAssignment and change of control rights are frequently one way, letting the vendor transfer while you cannot. Check whether the same freedom runs in both directions.
LOOK NEARBY FORone-way, assignment, change of control, prior written consent, capable of being acquired
Source Occurrences
Occurrence 1
“…imitation applies to Customer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 T…”
MATCHED TEXTwithout Customer consent
CHARACTER SPAN7020 through 7044
LOCATION VERIFICATIONVERIFIED
Finding 4.3
FINDINGmay not assign
CANONICAL IDENTIFIERCS_TERM_MAY_NOT_ASSIGN
MATCHED LANGUAGEmay not assign
CATEGORYAssignment and control
CATEGORY IDENTIFIERASSIGNMENT_AND_CONTROL
DETECTOR OR RULECS_TERM_MAY_NOT_ASSIGN
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThey cannot hand this contract to someone else.
WHAT IT MEANSA restriction preventing a party from transferring the agreement.
WHAT IT MEANS FOR YOUAssignment rights are frequently one way, letting the provider transfer while the customer cannot. Check whether the same restriction applies to both sides.
LOOK NEARBY FORwithout Customer consent, assignment, change of control, one-way, prior written consent
Source Occurrences
Occurrence 1
“…10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 This Agreement, together w…”
MATCHED TEXTmay not assign
CHARACTER SPAN7055 through 7069
LOCATION VERIFICATIONVERIFIED
3.5 Warranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
CATEGORY DESCRIPTIONTerms about promises made and promises disclaimed.
UNIQUE FINDINGS10
TOTAL OCCURRENCES10
CATEGORY STATUSACTIVE
Finding 5.1
FINDINGdisclosure
CANONICAL IDENTIFIERCS_TERM_DISCLOSURE
MATCHED LANGUAGEdisclosure
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_DISCLOSURE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGInformation that has been put on the record.
WHAT IT MEANSInformation formally provided, often to qualify a representation or meet a legal duty.
WHAT IT MEANS FOR YOUA disclosure can quietly cancel a promise made elsewhere in the agreement, because disclosed items are usually carved out of the representation. Check what has been disclosed and against which representation.
LOOK NEARBY FORdisclosure schedules, Disclose, exceptions, representation and warranty, knowledge acquired
Source Occurrences
Occurrence 1
“…customers. 1.2 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as…”
MATCHED TEXTdisclosure
CHARACTER SPAN789 through 799
LOCATION VERIFICATIONVERIFIED
Finding 5.2
FINDINGas is
CANONICAL IDENTIFIERCS_TERM_AS_IS
MATCHED LANGUAGEAS-IS
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_AS_IS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou are buying it. They may be refusing to stand behind it.
WHAT IT MEANSA disclaimer stating that the product, service, or information is provided in its present condition without some or all warranties.
WHAT IT MEANS FOR YOUThe failure may become your problem even though the payment was unquestionably theirs. That realization usually arrives after something breaks, because contracts have an excellent sense of timing.
LOOK NEARBY FORaccuracy warranty, performance warranty, security warranty, non-infringement warranty, refund, exclusive remedy
Source Occurrences
Occurrence 1
“…hen-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING…”
MATCHED TEXTAS-IS
CHARACTER SPAN1385 through 1390
LOCATION VERIFICATIONVERIFIED
Finding 5.3
FINDINGas available
CANONICAL IDENTIFIERCS_TERM_AS_AVAILABLE
MATCHED LANGUAGEAS-AVAILABLE
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_AS_AVAILABLE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGIt works when it works. No promise it will be there when you need it.
WHAT IT MEANSA disclaimer stating that access is provided only when and if it happens to be available, without a promise of uptime or continuity.
WHAT IT MEANS FOR YOU'As available' quietly waives the expectation that the service stays up. If your business depends on it during a crunch and it is down, this phrase may be why there is nothing to claim.
LOOK NEARBY FORuptime commitment, service level agreement, service credits, as is
Source Occurrences
Occurrence 1
“…t rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY,…”
MATCHED TEXTAS-AVAILABLE
CHARACTER SPAN1395 through 1407
LOCATION VERIFICATIONVERIFIED
Finding 5.4
FINDINGas-available basis
CANONICAL IDENTIFIERCS_TERM_AS_AVAILABLE_BASIS
MATCHED LANGUAGEAS-AVAILABLE BASIS
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_AS_AVAILABLE_BASIS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou get it when it happens to be up.
WHAT IT MEANSA statement that a service is offered only when it happens to be available.
WHAT IT MEANS FOR YOUPaired with as is, this removes any promise about uptime or continuity. Check whether any availability commitment survives elsewhere.
LOOK NEARBY FORas available, as is, availability commitment, does not guarantee, service continuity
Source Occurrences
Occurrence 1
“…t rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNES…”
MATCHED TEXTAS-AVAILABLE BASIS
CHARACTER SPAN1395 through 1413
LOCATION VERIFICATIONVERIFIED
Finding 5.5
FINDINGdisclaims all warranties
CANONICAL IDENTIFIERCS_TERM_DISCLAIMS_ALL_WARRANTIES
MATCHED LANGUAGEDISCLAIMS ALL WARRANTIES
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_DISCLAIMS_ALL_WARRANTIES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe provider is trying to strip away promises about the product.
WHAT IT MEANSLanguage attempting to remove warranty obligations except those the contract expressly preserves.
WHAT IT MEANS FOR YOUThis is the sweep that clears out implied and unstated warranties, leaving you only what is written down. Read what express warranties survive it, because after this phrase they are usually all you have.
LOOK NEARBY FORimplied warranties, as is, express warranties, sole remedy
Source Occurrences
Occurrence 1
“…nd Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON…”
MATCHED TEXTDISCLAIMS ALL WARRANTIES
CHARACTER SPAN1424 through 1448
LOCATION VERIFICATIONVERIFIED
Finding 5.6
FINDINGwarranty
CANONICAL IDENTIFIERCS_TERM_WARRANTY
MATCHED LANGUAGEWARRANTIES
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_WARRANTY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGA promise you can hold them to.
WHAT IT MEANSA promise that something is or will be as described.
WHAT IT MEANS FOR YOUWarranties are routinely given in one section and disclaimed in another, so both have to be read together. Check what is warranted, for how long, and what the remedy is if it fails.
LOOK NEARBY FORmakes no representation, warranty for accuracy, limited remedy, disclaimer, representation and warranty
Source Occurrences
Occurrence 1
“…y 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON…”
MATCHED TEXTWARRANTIES
CHARACTER SPAN1438 through 1448
LOCATION VERIFICATIONVERIFIED
Finding 5.7
FINDINGexpress or implied warranties
CANONICAL IDENTIFIERCS_TERM_EXPRESS_OR_IMPLIED_WARRANTIES
MATCHED LANGUAGEEXPRESS OR IMPLIED
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_EXPRESS_OR_IMPLIED_WARRANTIES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGEverything they said, and everything the law would have assumed: often disclaimed in one breath.
WHAT IT MEANSA phrase sweeping in both stated warranties and those the law would otherwise imply, usually as part of a broad disclaimer.
WHAT IT MEANS FOR YOUWhen a contract disclaims 'all warranties, express or implied,' it is clearing out both the promises made and the safety nets the law provides. Note whatever narrow warranty they keep, because that may be all you have.
LOOK NEARBY FORwarranty of merchantability, fitness for a particular purpose, the surviving warranties, exclusive remedy
Source Occurrences
Occurrence 1
“…ERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2…”
MATCHED TEXTEXPRESS OR IMPLIED
CHARACTER SPAN1450 through 1468
LOCATION VERIFICATIONVERIFIED
Finding 5.8
FINDINGwarranty of merchantability
CANONICAL IDENTIFIERCS_TERM_WARRANTY_OF_MERCHANTABILITY
MATCHED LANGUAGEMERCHANTABILITY
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_WARRANTY_OF_MERCHANTABILITY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe basic 'it actually works like normal products of its kind' promise: often crossed out.
WHAT IT MEANSAn implied promise that goods are fit for their ordinary purpose and of fair, average quality: frequently disclaimed in commercial contracts.
WHAT IT MEANS FOR YOUThis is one of the default protections the law hands buyers. When a contract disclaims it, you lose the baseline assurance that what you bought even does the ordinary job it is sold for.
LOOK NEARBY FORfitness for a particular purpose, as is, express warranties, exclusive remedy
Source Occurrences
Occurrence 1
“…AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee…”
MATCHED TEXTMERCHANTABILITY
CHARACTER SPAN1480 through 1495
LOCATION VERIFICATIONVERIFIED
Finding 5.9
FINDINGfitness for a particular purpose
CANONICAL IDENTIFIERCS_TERM_FITNESS_FOR_A_PARTICULAR_PURPOSE
MATCHED LANGUAGEFITNESS FOR A PARTICULAR PURPOSE
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_FITNESS_FOR_A_PARTICULAR_PURPOSE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe promise that it fits YOUR particular need: usually the first warranty to go.
WHAT IT MEANSAn implied promise that something is suitable for the specific purpose the buyer relied on the seller to meet: commonly disclaimed.
WHAT IT MEANS FOR YOUYou may be buying it for one specific reason. Disclaim this and you have no contractual comeback if it turns out unsuited to exactly the use you had in mind. Get the critical use written into the contract.
LOOK NEARBY FORwarranty of merchantability, as is, documented requirements, acceptance testing
Source Occurrences
Occurrence 1
“…BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, ava…”
MATCHED TEXTFITNESS FOR A PARTICULAR PURPOSE
CHARACTER SPAN1497 through 1529
LOCATION VERIFICATIONVERIFIED
Finding 5.10
FINDINGwarranty of non-infringement
CANONICAL IDENTIFIERCS_TERM_WARRANTY_OF_NON_INFRINGEMENT
MATCHED LANGUAGENON-INFRINGEMENT
CATEGORYWarranties and disclaimers
CATEGORY IDENTIFIERWARRANTIES_AND_DISCLAIMERS
DETECTOR OR RULECS_TERM_WARRANTY_OF_NON_INFRINGEMENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe promise that using it will not get you sued by a third party.
WHAT IT MEANSA promise that what is provided does not infringe someone else's intellectual property rights.
WHAT IT MEANS FOR YOUWithout this warranty, an infringement claim over their product can land on you. Losing it is a big deal precisely where indemnity coverage also disappears: check that at least one of the two protects you.
LOOK NEARBY FORindemnify, as is, third-party claims, IP indemnity
Source Occurrences
Occurrence 1
“…IES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response ti…”
MATCHED TEXTNON-INFRINGEMENT
CHARACTER SPAN1535 through 1551
LOCATION VERIFICATIONVERIFIED
3.6 Term and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
CATEGORY DESCRIPTIONTerms about how long the contract lasts and how it renews.
UNIQUE FINDINGS8
TOTAL OCCURRENCES15
CATEGORY STATUSACTIVE
Finding 6.1
FINDINGSubscription term
CANONICAL IDENTIFIERCS_TERM_SUBSCRIPTION_TERM
MATCHED LANGUAGESubscription Term
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_SUBSCRIPTION_TERM
OCCURRENCE COUNT4
PLAIN-ENGLISH MEANINGHow long the subscription lasts.
WHAT IT MEANSThe period a subscription runs for.
WHAT IT MEANS FOR YOUThe term controls when you can leave and when pricing can move. Check its length, how it renews, and the notice window.
LOOK NEARBY FORinitial Subscription Term, renewal term, automatic renewal, then-current term, Subscription Fees
Source Occurrences
Occurrence 1
“…" means any unauthorized access to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Acce…”
MATCHED TEXTSubscription Term
CHARACTER SPAN824 through 841
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…tomer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for Customer's internal business purposes. 2.2 Customer shall not exceed the user counts…”
MATCHED TEXTSubscription Term
CHARACTER SPAN1093 through 1110
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…y time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew au…”
MATCHED TEXTSubscription Term
CHARACTER SPAN1963 through 1980
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…iod of suspension. Customer has no right to service credits, refunds, or extension of the Subscription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate li…”
MATCHED TEXTSubscription Term
CHARACTER SPAN5342 through 5359
LOCATION VERIFICATIONVERIFIED
Finding 6.2
FINDINGinitial term
CANONICAL IDENTIFIERCS_TERM_INITIAL_TERM
MATCHED LANGUAGEinitial term
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_INITIAL_TERM
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe stretch you are locked into at the start.
WHAT IT MEANSThe first fixed period the contract runs before any renewal.
WHAT IT MEANS FOR YOUThe initial term is how long you are committed before you can cleanly walk away. A 36-month initial term is a very different promise than a 12-month one: know which you signed.
LOOK NEARBY FORlength of the term, renewal term, early termination fee, termination rights
Source Occurrences
Occurrence 1
“…ss to, acquisition of, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payme…”
MATCHED TEXTinitial term
CHARACTER SPAN853 through 865
LOCATION VERIFICATIONVERIFIED
Finding 6.3
FINDINGrenewal term
CANONICAL IDENTIFIERCS_TERM_RENEWAL_TERM
MATCHED LANGUAGErenewal term
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_RENEWAL_TERM
OCCURRENCE COUNT3
PLAIN-ENGLISH MEANINGThe next lap the contract runs once the first one ends.
WHAT IT MEANSEach additional period the contract runs after the initial term, often on repeating cycles.
WHAT IT MEANS FOR YOURenewal terms decide how long you are re-committed each time the deal rolls over. Pair this with any auto-renewal language, because together they set how easily you can actually leave.
LOOK NEARBY FORautomatic renewal, notice of non-renewal, length of each renewal, pricing at renewal
Source Occurrences
Occurrence 1
“…, or disclosure of Customer Data. 1.3 "Subscription Term" means the initial term and any renewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payment of the Subscriptio…”
MATCHED TEXTrenewal term
CHARACTER SPAN874 through 886
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…tive Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal terms unless Customer delivers written notice of non-renewal not less than ninety (90) days pri…”
MATCHED TEXTrenewal terms
CHARACTER SPAN2115 through 2128
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…. 4.3 Provider may increase the Subscription Fees by up to fifteen percent (15%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgmen…”
MATCHED TEXTrenewal term
CHARACTER SPAN2557 through 2569
LOCATION VERIFICATIONVERIFIED
Finding 6.4
FINDINGinitial Subscription Term
CANONICAL IDENTIFIERCS_TERM_INITIAL_SUBSCRIPTION_TERM
MATCHED LANGUAGEinitial Subscription Term
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_INITIAL_SUBSCRIPTION_TERM
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe first period you signed up for.
WHAT IT MEANSThe first subscription period before any renewal.
WHAT IT MEANS FOR YOUNotice deadlines and pricing protections are usually measured against this period. Check its length and what happens at its end.
LOOK NEARBY FORinitial term, Subscription term, renewal term, then-current term, notice of non-renewal
Source Occurrences
Occurrence 1
“…ce at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew au…”
MATCHED TEXTinitial Subscription Term
CHARACTER SPAN1955 through 1980
LOCATION VERIFICATIONVERIFIED
Finding 6.5
FINDINGautomatic renewal
CANONICAL IDENTIFIERCS_TERM_AUTOMATIC_RENEWAL
MATCHED LANGUAGErenew automatically
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_AUTOMATIC_RENEWAL
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe contract re-signs you unless you remember to say no, on their schedule.
WHAT IT MEANSA provision under which the term extends for successive periods unless a party gives notice of non-renewal in time.
WHAT IT MEANS FOR YOUForget the notice window (often 30, 60, or 90 days before the end) and you can be locked in for another full term at a price you did not get to revisit. Put that deadline on a calendar the day you sign.
LOOK NEARBY FORnotice of non-renewal, how many days notice, renewal term, then-current pricing
Source Occurrences
Occurrence 1
“…ion Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal terms unless Customer delivers written notice of…”
MATCHED TEXTrenew automatically
CHARACTER SPAN2062 through 2081
LOCATION VERIFICATIONVERIFIED
Finding 6.6
FINDINGnotice of non-renewal
CANONICAL IDENTIFIERCS_TERM_NOTICE_OF_NON_RENEWAL
MATCHED LANGUAGEnotice of non-renewal
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_NOTICE_OF_NON_RENEWAL
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThe specific message you must send in time to avoid getting rolled into another term.
WHAT IT MEANSThe notice a party must give, by a set deadline, to stop the contract from renewing.
WHAT IT MEANS FOR YOUMiss the window (often 30, 60, or 90 days before the end) and you may be locked in for another full term. Put that deadline on a calendar the day you sign.
LOOK NEARBY FORhow many days notice, how notice must be delivered, automatic renewal, who to send it to
Source Occurrences
Occurrence 1
“…matically for successive twelve (12) month renewal terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-r…”
MATCHED TEXTnotice of non-renewal
CHARACTER SPAN2162 through 2183
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's regi…”
MATCHED TEXTNotice of non-renewal
CHARACTER SPAN2258 through 2279
LOCATION VERIFICATIONVERIFIED
Finding 6.7
FINDINGthen-current term
CANONICAL IDENTIFIERCS_TERM_THEN_CURRENT_TERM
MATCHED LANGUAGEthen-current term
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_THEN_CURRENT_TERM
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWhatever term you are in right now.
WHAT IT MEANSWhichever term is running at the relevant moment.
WHAT IT MEANS FOR YOURenewal notice windows are measured against this term, so the deadline moves with each renewal. Check how far before its end notice must be given.
LOOK NEARBY FORrenewal term, immediately preceding term, notice of non-renewal, days prior, then-current version
Source Occurrences
Occurrence 1
“…vers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt reques…”
MATCHED TEXTthen-current term
CHARACTER SPAN2239 through 2256
LOCATION VERIFICATIONVERIFIED
Finding 6.8
FINDINGin perpetuity
CANONICAL IDENTIFIERCS_TERM_IN_PERPETUITY
MATCHED LANGUAGEperpetual
CATEGORYTerm and renewal
CATEGORY IDENTIFIERTERM_AND_RENEWAL
DETECTOR OR RULECS_TERM_IN_PERPETUITY
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGForever. Not 'a long time': actually forever.
WHAT IT MEANSLanguage making a right or obligation last forever, with no end date.
WHAT IT MEANS FOR YOUA right granted 'in perpetuity' does not expire when the deal does. If it is a license to your data or content, you may be signing that away permanently: make sure you mean to.
LOOK NEARBY FORwhat exactly is perpetual, can it be revoked, license scope, survival clauses
Source Occurrences
Occurrence 1
“…the Parties, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and…”
MATCHED TEXTperpetual
CHARACTER SPAN2932 through 2941
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…ustomer Data as necessary to provide the Service. 5.3 Customer further grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data, including in identifi…”
MATCHED TEXTperpetual
CHARACTER SPAN3131 through 3140
LOCATION VERIFICATIONVERIFIED
3.7 Payment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
CATEGORY DESCRIPTIONTerms about money owed, prices, and fees.
UNIQUE FINDINGS10
TOTAL OCCURRENCES13
CATEGORY STATUSACTIVE
Finding 7.1
FINDINGSubscription Fees
CANONICAL IDENTIFIERCS_TERM_SUBSCRIPTION_FEES
MATCHED LANGUAGESubscription Fees
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_SUBSCRIPTION_FEES
OCCURRENCE COUNT4
PLAIN-ENGLISH MEANINGWhat you pay to use the product.
WHAT IT MEANSThe recurring amounts payable for access to a service.
WHAT IT MEANS FOR YOUThese are the figure that caps and refunds are usually measured against. Check how they can change and what they cover.
LOOK NEARBY FORSubscription term, fee increase, non-refundable fees, in advance, limitation of liability
Source Occurrences
Occurrence 1
“…enewal term as described in Section 4. 2. Grant of Access 2.1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access th…”
MATCHED TEXTSubscription Fees
CHARACTER SPAN965 through 982
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…er means, including email or through the Service, is void. 4.3 Provider may increase the Subscription Fees by up to fifteen percent (15%) at each renewal term. Increases take effect automatically…”
MATCHED TEXTSubscription Fees
CHARACTER SPAN2500 through 2517
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…ses take effect automatically and do not require Customer consent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including t…”
MATCHED TEXTSubscription Fees
CHARACTER SPAN2667 through 2684
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…tal aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately preceding the event giving rise to t…”
MATCHED TEXTSubscription Fees
CHARACTER SPAN5523 through 5540
LOCATION VERIFICATIONVERIFIED
Finding 7.2
FINDINGmeter usage
CANONICAL IDENTIFIERCS_TERM_METER_USAGE
MATCHED LANGUAGEmeter usage
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_METER_USAGE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGCounting what you use so they can bill it.
WHAT IT MEANSMeasuring consumption in order to bill for it.
WHAT IT MEANS FOR YOUMetered billing means the vendor both measures and invoices, so the measurement method is worth understanding. Check how usage is counted and whether you can audit it.
LOOK NEARBY FORoverages, token consumption, then-current pricing, Output tokens, usage data
Source Occurrences
Occurrence 1
“…shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE…”
MATCHED TEXTmeter usage
CHARACTER SPAN1257 through 1268
LOCATION VERIFICATIONVERIFIED
Finding 7.3
FINDINGoverages
CANONICAL IDENTIFIERCS_TERM_OVERAGES
MATCHED LANGUAGEoverages
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_OVERAGES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGExtra charges for going over your allowance.
WHAT IT MEANSCharges for consumption beyond a committed volume.
WHAT IT MEANS FOR YOUOverage rates are often higher than committed rates and applied without warning. Check the rate, whether alerts exist, and whether a cap applies.
LOOK NEARBY FORmeter usage, token consumption, then-current pricing, usage limits, fee increase
Source Occurrences
Occurrence 1
“…user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVID…”
MATCHED TEXToverages
CHARACTER SPAN1278 through 1286
LOCATION VERIFICATIONVERIFIED
Finding 7.4
FINDINGthen-current pricing
CANONICAL IDENTIFIERCS_TERM_THEN_CURRENT_PRICING
MATCHED LANGUAGEthen-current rates
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_THEN_CURRENT_PRICING
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe price later is whatever they decide it is later.
WHAT IT MEANSPricing set by reference to whatever the provider's rates happen to be at a future time, such as at renewal.
WHAT IT MEANS FOR YOUToday's rate is not protected. At renewal you can face 'then-current pricing' that jumped 30% with no cap. If price stability matters, ask for a ceiling on increases.
LOOK NEARBY FORprice increase cap, renewal notice, how much notice of a change, right to walk if price rises
Source Occurrences
Occurrence 1
“…data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates. 3. Service Levels and Availability 3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAI…”
MATCHED TEXTthen-current rates
CHARACTER SPAN1294 through 1312
LOCATION VERIFICATIONVERIFIED
Finding 7.5
FINDINGincrease the fees
CANONICAL IDENTIFIERCS_TERM_INCREASE_THE_FEES
MATCHED LANGUAGEincrease the Subscription Fees
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_INCREASE_THE_FEES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThey can put the price up.
WHAT IT MEANSA stated right to raise the charges.
WHAT IT MEANS FOR YOUAn uncapped increase right at renewal can reset your costs with no negotiation. Check the ceiling, the notice period, and your exit route.
LOOK NEARBY FORfee increase, price increase, uplift, change pricing, take effect automatically
Source Occurrences
Occurrence 1
“…ed by any other means, including email or through the Service, is void. 4.3 Provider may increase the Subscription Fees by up to fifteen percent (15%) at each renewal term. Increases take effect automatically…”
MATCHED TEXTincrease the Subscription Fees
CHARACTER SPAN2487 through 2517
LOCATION VERIFICATIONVERIFIED
Finding 7.6
FINDINGin advance
CANONICAL IDENTIFIERCS_TERM_IN_ADVANCE
MATCHED LANGUAGEin advance
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_IN_ADVANCE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGPay first, get the service after.
WHAT IT MEANSA timing requirement that payment come before the service period, delivery, or performance.
WHAT IT MEANS FOR YOUPaying in advance shifts timing risk onto you, since the money is out the door before the value arrives. Paired with non-cancelable and non-refundable terms, it can mean paying up front for something you may not fully use.
LOOK NEARBY FORnon-cancelable, non-refundable fees, payment terms, due and payable
Source Occurrences
Occurrence 1
“…require Customer consent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach.…”
MATCHED TEXTin advance
CHARACTER SPAN2707 through 2717
LOCATION VERIFICATIONVERIFIED
Finding 7.7
FINDINGnon-refundable fees
CANONICAL IDENTIFIERCS_TERM_NON_REFUNDABLE_FEES
MATCHED LANGUAGEnon-refundable
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_NON_REFUNDABLE_FEES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOnce the money leaves, it is not coming back: even if the deal falls apart.
WHAT IT MEANSA term stating that fees, once paid, will not be returned, regardless of later cancellation or non-use.
WHAT IT MEANS FOR YOUPrepay a year, cancel in month two, and this phrase can keep every dollar on their side of the table. Ask whether any part is refundable, or at least credited, if things end early.
LOOK NEARBY FORtermination refunds, pro-rata credit, prepaid fees, cancellation rights
Source Occurrences
Occurrence 1
“…onsent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1…”
MATCHED TEXTnon-refundable
CHARACTER SPAN2726 through 2740
LOCATION VERIFICATIONVERIFIED
Finding 7.8
FINDINGprofessional services rates
CANONICAL IDENTIFIERCS_TERM_PROFESSIONAL_SERVICES_RATES
MATCHED LANGUAGEprofessional services rates
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_PROFESSIONAL_SERVICES_RATES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWhat they charge for hands on help.
WHAT IT MEANSThe hourly or daily charges applied to work outside the subscription.
WHAT IT MEANS FOR YOUWork you assume is included can be billed at these rates, particularly data export and migration help at exit. Check what falls outside the subscription.
LOOK NEARBY FORtransition assistance, export, migrate, then-current pricing, at Provider's discretion
Source Occurrences
Occurrence 1
“…prior to termination is provided at Provider's discretion and at Provider's then-current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify…”
MATCHED TEXTprofessional services rates
CHARACTER SPAN4523 through 4550
LOCATION VERIFICATIONVERIFIED
Finding 7.9
FINDINGfees paid
CANONICAL IDENTIFIERCS_TERM_FEES_PAID
MATCHED LANGUAGEFees paid
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_FEES_PAID
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGMoney still owed may not count, even if the deal is worth much more.
WHAT IT MEANSA cap measured using only amounts already paid under the contract.
WHAT IT MEANS FOR YOUIf invoices are deferred, unpaid, or back-loaded, the cap can shrink at the exact moment the dispute arrives. The contract may be worth millions while your recovery is tied to the fraction already collected.
LOOK NEARBY FORfees payable, look-back window, applicable services, claim date, aggregate liability
Source Occurrences
Occurrence 1
“…liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately preceding the event giving rise to the cl…”
MATCHED TEXTFees paid
CHARACTER SPAN5536 through 5545
LOCATION VERIFICATIONVERIFIED
Finding 7.10
FINDINGpayment obligations
CANONICAL IDENTIFIERCS_TERM_PAYMENT_OBLIGATIONS
MATCHED LANGUAGEpayment obligations
CATEGORYPayment and fees
CATEGORY IDENTIFIERPAYMENT_AND_FEES
DETECTOR OR RULECS_TERM_PAYMENT_OBLIGATIONS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe money the contract says must still be paid.
WHAT IT MEANSThe amounts or payment duties a party is contractually required to satisfy.
WHAT IT MEANS FOR YOUPayment obligations are commonly excluded from force majeure, liability caps, and suspension relief, so they can survive even when other duties pause. Check whether they keep running during a dispute or outage.
LOOK NEARBY FORfees, nonpayment, suspension, force majeure, termination
Source Occurrences
Occurrence 1
“…rect, incidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitati…”
MATCHED TEXTpayment obligations
CHARACTER SPAN5876 through 5895
LOCATION VERIFICATIONVERIFIED
3.8 Intellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
CATEGORY DESCRIPTIONTerms about ownership and use of IP.
UNIQUE FINDINGS14
TOTAL OCCURRENCES19
CATEGORY STATUSACTIVE
Finding 8.1
FINDINGnon-exclusive
CANONICAL IDENTIFIERCS_TERM_NON_EXCLUSIVE
MATCHED LANGUAGEnon-exclusive
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_NON_EXCLUSIVE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou get to use it, but so can anyone else they choose.
WHAT IT MEANSA license grant that leaves the licensor free to grant the same rights to others.
WHAT IT MEANS FOR YOUNon-exclusive is the default for most software. It matters when you expected to be the only one with a right; here you are not. If exclusivity was the point, this word quietly removes it.
LOOK NEARBY FORnon-transferable, license grant, reserves all rights, internal business purposes
Source Occurrences
Occurrence 1
“…nt of Access 2.1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for…”
MATCHED TEXTnon-exclusive
CHARACTER SPAN1011 through 1024
LOCATION VERIFICATIONVERIFIED
Finding 8.2
FINDINGExclusive
CANONICAL IDENTIFIERCS_TERM_EXCLUSIVE
MATCHED LANGUAGEexclusive
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_EXCLUSIVE
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGOnly one party gets it.
WHAT IT MEANSGranted to one party alone, to the exclusion of others including the grantor.
WHAT IT MEANS FOR YOUExclusivity is the difference between a right nobody else can have and one shared with every other customer. Check whether the grant is exclusive or non exclusive.
LOOK NEARBY FORnon-exclusive, sole and exclusive remedy, exclusive purpose, license grant, valid right to use
Source Occurrences
Occurrence 1
“…f Access 2.1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for…”
MATCHED TEXTexclusive
CHARACTER SPAN1015 through 1024
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…ned by the laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California. 9.2 Each P…”
MATCHED TEXTExclusive
CHARACTER SPAN6593 through 6602
LOCATION VERIFICATIONVERIFIED
Finding 8.3
FINDINGnon-transferable
CANONICAL IDENTIFIERCS_TERM_NON_TRANSFERABLE
MATCHED LANGUAGEnon-transferable
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_NON_TRANSFERABLE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe license is yours and cannot be handed off to someone else.
WHAT IT MEANSA license restriction preventing the customer from passing the rights to another party.
WHAT IT MEANS FOR YOUNon-transferable can complicate a sale, reorganization, or handoff to an affiliate. If the business might change hands or restructure, check how this interacts with the assignment clause.
LOOK NEARBY FORassignment, non-exclusive, successors and permitted assigns, change of control
Source Occurrences
Occurrence 1
“….1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for Customer's intern…”
MATCHED TEXTnon-transferable
CHARACTER SPAN1026 through 1042
LOCATION VERIFICATIONVERIFIED
Finding 8.4
FINDINGrevocable right to access
CANONICAL IDENTIFIERCS_TERM_REVOCABLE_RIGHT_TO_ACCESS
MATCHED LANGUAGErevocable right to access
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_REVOCABLE_RIGHT_TO_ACCESS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou may use it now, but they keep the power to take that access away.
WHAT IT MEANSAn access right that may be withdrawn under the conditions stated in the agreement.
WHAT IT MEANS FOR YOUA revocable right can disappear after suspension, breach, nonpayment, or another trigger. Read who can revoke it, when, and whether any notice or cure period stands between you and losing access.
LOOK NEARBY FORsubscription right, suspension, termination, non-exclusive, non-transferable
Source Occurrences
Occurrence 1
“…ent of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for Customer's internal business purposes. 2.2…”
MATCHED TEXTrevocable right to access
CHARACTER SPAN1044 through 1069
LOCATION VERIFICATIONVERIFIED
Finding 8.5
FINDINGinternal business purposes
CANONICAL IDENTIFIERCS_TERM_INTERNAL_BUSINESS_PURPOSES
MATCHED LANGUAGEinternal business purposes
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_INTERNAL_BUSINESS_PURPOSES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou can use it to run your own business, not to serve others with it.
WHAT IT MEANSA use limitation confining the license to the customer's own internal operations.
WHAT IT MEANS FOR YOUThis phrase quietly rules out reselling, hosting for third parties, or building a service on top for others. If your plans involve anyone outside your organization, this is the line to check.
LOOK NEARBY FORnon-transferable, non-exclusive, authorized users, license scope
Source Occurrences
Occurrence 1
“…erable, revocable right to access the Service during the Subscription Term for Customer's internal business purposes. 2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form…”
MATCHED TEXTinternal business purposes
CHARACTER SPAN1126 through 1152
LOCATION VERIFICATIONVERIFIED
Finding 8.6
FINDINGCustomer retains ownership
CANONICAL IDENTIFIERCS_TERM_CUSTOMER_RETAINS_OWNERSHIP
MATCHED LANGUAGECustomer retains ownership
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_CUSTOMER_RETAINS_OWNERSHIP
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou still own your stuff.
WHAT IT MEANSA statement that the customer keeps title to its own material.
WHAT IT MEANS FOR YOUOwnership and permitted use are different things, and a broad licence can sit directly beneath this sentence. Read the licence granted immediately after it.
LOOK NEARBY FORirrevocable license, perpetual license, Output Ownership, derived data, limitations on reuse
Source Occurrences
Occurrence 1
“…cluding termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, roya…”
MATCHED TEXTCustomer retains ownership
CHARACTER SPAN2855 through 2881
LOCATION VERIFICATIONVERIFIED
Finding 8.7
FINDINGirrevocable
CANONICAL IDENTIFIERCS_TERM_IRREVOCABLE
MATCHED LANGUAGEirrevocable
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_IRREVOCABLE
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGOnce given, it cannot be taken back.
WHAT IT MEANSA right or licence that the granting party cannot take back once given.
WHAT IT MEANS FOR YOUAn irrevocable grant outlives the relationship, so ending the contract does not end the other side's rights. Check what the grant covers and whether anything at all brings it to an end.
LOOK NEARBY FORirrevocable license, perpetual license, license survives termination, in perpetuity, Output Ownership
Source Occurrences
Occurrence 1
“…, Customer retains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Cust…”
MATCHED TEXTirrevocable
CHARACTER SPAN2943 through 2954
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…a as necessary to provide the Service. 5.3 Customer further grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identi…”
MATCHED TEXTirrevocable
CHARACTER SPAN3142 through 3153
LOCATION VERIFICATIONVERIFIED
Finding 8.8
FINDINGworldwide
CANONICAL IDENTIFIERCS_TERM_WORLDWIDE
MATCHED LANGUAGEworldwide
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_WORLDWIDE
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGEverywhere in the world.
WHAT IT MEANSCovering every territory rather than a named region.
WHAT IT MEANS FOR YOUA worldwide grant removes any geographic limit, which matters where data residency or regional rights were assumed. Check whether the territory is bounded anywhere else.
LOOK NEARBY FORirrevocable license, perpetual license, sublicensable license, data residency, royalty-free license
Source Occurrences
Occurrence 1
“…tains ownership of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data a…”
MATCHED TEXTworldwide
CHARACTER SPAN2956 through 2965
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…y to provide the Service. 5.3 Customer further grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identified, or ag…”
MATCHED TEXTworldwide
CHARACTER SPAN3155 through 3164
LOCATION VERIFICATIONVERIFIED
Finding 8.9
FINDINGroyalty-free license
CANONICAL IDENTIFIERCS_TERM_ROYALTY_FREE_LICENSE
MATCHED LANGUAGEroyalty-free
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_ROYALTY_FREE_LICENSE
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThey use it without paying you a cent for the use itself.
WHAT IT MEANSA license for which no ongoing royalty or usage fee is paid, though other terms and limits may still apply.
WHAT IT MEANS FOR YOU'Royalty-free' sounds generous: until you realize it may mean you get nothing for ongoing use of your work. When you are the one granting it, ask whether a one-time fee or a real royalty better reflects the value.
LOOK NEARBY FORscope of the license, worldwide perpetual license, exclusivity, sublicensable license
Source Occurrences
Occurrence 1
“…ship of Customer Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to…”
MATCHED TEXTroyalty-free
CHARACTER SPAN2967 through 2979
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…e the Service. 5.3 Customer further grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to trai…”
MATCHED TEXTroyalty-free license
CHARACTER SPAN3166 through 3186
LOCATION VERIFICATIONVERIFIED
Finding 8.10
FINDINGsublicensable license
CANONICAL IDENTIFIERCS_TERM_SUBLICENSABLE_LICENSE
MATCHED LANGUAGEsublicensable license
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_SUBLICENSABLE_LICENSE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe right to hand your work to people you never signed with.
WHAT IT MEANSA license that the holder may pass along to others, extending the grant beyond the original party.
WHAT IT MEANS FOR YOU'Sublicensable' means your material can travel through parties you never vetted. If you granted it, your work could end up in hands you did not choose. Ask whether sublicensing is capped, conditioned, or off the table.
LOOK NEARBY FORwho can be sublicensed, flow-down terms, royalty-free license, worldwide perpetual license
Source Occurrences
Occurrence 1
“…er Data. 5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to provide the Service.…”
MATCHED TEXTsublicensable license
CHARACTER SPAN2981 through 3002
LOCATION VERIFICATIONVERIFIED
Finding 8.11
FINDINGlicense survives termination
CANONICAL IDENTIFIERCS_TERM_LICENSE_SURVIVES_TERMINATION
MATCHED LANGUAGElicense survives termination
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_LICENSE_SURVIVES_TERMINATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe licence keeps running after the contract is over.
WHAT IT MEANSA licence that continues in force after the agreement ends.
WHAT IT MEANS FOR YOUThis is the clause that separates the grant from the deal, so walking away does not recover the rights. Check what continues and whether any wind down applies to it.
LOOK NEARBY FORsurvives deletion, irrevocable license, perpetual license, survive termination, Model Off-Boarding
Source Occurrences
Occurrence 1
“…ial intelligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may sh…”
MATCHED TEXTlicense survives termination
CHARACTER SPAN3437 through 3465
LOCATION VERIFICATIONVERIFIED
Finding 8.12
FINDINGthird party
CANONICAL IDENTIFIERCS_TERM_THIRD_PARTY
MATCHED LANGUAGEthird party
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_THIRD_PARTY
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGAnyone outside the two sides of the contract.
WHAT IT MEANSSomeone who is not a party to the agreement.
WHAT IT MEANS FOR YOUIndemnities, confidentiality carve outs, and subprocessing all turn on who counts as a third party. Check whether affiliates and subcontractors are inside or outside the definition.
LOOK NEARBY FORthird party claims, sub-processors, third party is infringing, indemnification, assignment
Source Occurrences
Occurrence 1
“…neys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Cust…”
MATCHED TEXTthird party
CHARACTER SPAN6244 through 6255
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…er provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agreement is govern…”
MATCHED TEXTthird-party
CHARACTER SPAN6403 through 6414
LOCATION VERIFICATIONVERIFIED
Finding 8.13
FINDINGinfringes
CANONICAL IDENTIFIERCS_TERM_INFRINGES
MATCHED LANGUAGEinfringes
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_INFRINGES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGSteps on someone else's IP rights.
WHAT IT MEANSA verb stating that something violates another party's intellectual property rights.
WHAT IT MEANS FOR YOUThis word is the trigger in IP warranties and indemnities: it defines the event the provider promises against or must defend. Read what rights it covers and what the remedy is if the product infringes.
LOOK NEARBY FORmisappropriates, defend, non-infringing version, intellectual property rights
Source Occurrences
Occurrence 1
“…a. 8.2 Provider provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agr…”
MATCHED TEXTinfringes
CHARACTER SPAN6389 through 6398
LOCATION VERIFICATIONVERIFIED
Finding 8.14
FINDINGIntellectual Property
CANONICAL IDENTIFIERCS_TERM_INTELLECTUAL_PROPERTY
MATCHED LANGUAGEintellectual property
CATEGORYIntellectual property
CATEGORY IDENTIFIERINTELLECTUAL_PROPERTY
DETECTOR OR RULECS_TERM_INTELLECTUAL_PROPERTY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOwnership rights in things that were created.
WHAT IT MEANSRights in creations such as software, content, marks, inventions, and know how.
WHAT IT MEANS FOR YOUThe defined scope of this term controls what is transferred, licensed, and indemnified across the whole agreement. Check the definition and whether it includes data, models, and outputs.
LOOK NEARBY FORall intellectual property, Output Ownership, derived models, valid right to use, license grant
Source Occurrences
Occurrence 1
“…no indemnity to Customer, including for claims that the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agreement is governed by the laws of the…”
MATCHED TEXTintellectual property
CHARACTER SPAN6415 through 6436
LOCATION VERIFICATIONVERIFIED
3.9 Duties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
CATEGORY DESCRIPTIONLanguage about what a party must do or may do.
UNIQUE FINDINGS15
TOTAL OCCURRENCES30
CATEGORY STATUSACTIVE
Finding 9.1
FINDINGshall not
CANONICAL IDENTIFIERCS_TERM_SHALL_NOT
MATCHED LANGUAGEshall not
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_SHALL_NOT
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGNot allowed.
WHAT IT MEANSA prohibition on the stated action.
WHAT IT MEANS FOR YOUThis is the plainest restriction form in a contract, and breach turns on the act alone rather than on any standard. Check what is barred and whether an exception applies.
LOOK NEARBY FORshall not take, Company shall not, prohibiting, Absolute restriction, consent
Source Occurrences
Occurrence 1
“…ice during the Subscription Term for Customer's internal business purposes. 2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usag…”
MATCHED TEXTshall not
CHARACTER SPAN1168 through 1177
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…ty 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately precedi…”
MATCHED TEXTshall not
CHARACTER SPAN5502 through 5511
LOCATION VERIFICATIONVERIFIED
Finding 9.2
FINDINGdo not require
CANONICAL IDENTIFIERCS_TERM_DO_NOT_REQUIRE
MATCHED LANGUAGEdo not require
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_DO_NOT_REQUIRE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGNo need for that first.
WHAT IT MEANSA statement that something is not needed before acting.
WHAT IT MEANS FOR YOUThis removes a step you might have assumed was there, usually consent or notice. Check what is not required and what that leaves you able to do.
LOOK NEARBY FORdoes not require, without consent, Customer consent is not required for the addition, approval, notice
Source Occurrences
Occurrence 1
“…up to fifteen percent (15%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advan…”
MATCHED TEXTdo not require
CHARACTER SPAN2611 through 2625
LOCATION VERIFICATIONVERIFIED
Finding 9.3
FINDINGconsent
CANONICAL IDENTIFIERCS_TERM_CONSENT
MATCHED LANGUAGEconsent
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_CONSENT
OCCURRENCE COUNT4
PLAIN-ENGLISH MEANINGThe green light you need before you are allowed to act.
WHAT IT MEANSPermission required before a party may take a specified action.
WHAT IT MEANS FOR YOUA consent right is a lever the holder can pull to slow you down or extract something. The key question is whether it can be withheld freely or only reasonably. Without a reasonableness limit, a simple refusal can block you.
LOOK NEARBY FORprior written consent, not to be unreasonably withheld, deemed consent, who holds the right
Source Occurrences
Occurrence 1
“…5%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-re…”
MATCHED TEXTconsent
CHARACTER SPAN2635 through 2642
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…der deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any subprocessor. 5.5 The…”
MATCHED TEXTconsent
CHARACTER SPAN3746 through 3753
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…to Customer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 T…”
MATCHED TEXTconsent
CHARACTER SPAN7037 through 7044
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, con…”
MATCHED TEXTconsent
CHARACTER SPAN7118 through 7125
LOCATION VERIFICATIONVERIFIED
Finding 9.4
FINDINGdeems appropriate
CANONICAL IDENTIFIERCS_TERM_DEEMS_APPROPRIATE
MATCHED LANGUAGEdeems appropriate
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_DEEMS_APPROPRIATE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWhatever they think is suitable.
WHAT IT MEANSLeaving the judgment to one party's own view of what is suitable.
WHAT IT MEANS FOR YOUThe test sits inside one party's head rather than in an objective standard, so the outcome is theirs to set. Check who holds the judgment and whether anything limits it.
LOOK NEARBY FORdetermines to be appropriate, absolute discretion, sole discretion, reasonable discretion, good faith
Source Occurrences
Occurrence 1
“…ta with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not requir…”
MATCHED TEXTdeems appropriate
CHARACTER SPAN3660 through 3677
LOCATION VERIFICATIONVERIFIED
Finding 9.5
FINDINGCustomer consent is not required for the addition
CANONICAL IDENTIFIERCS_TERM_CUSTOMER_CONSENT_IS_NOT_REQUIRED_FOR_THE_ADDITION
MATCHED LANGUAGECustomer consent is not required for the addition
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_CUSTOMER_CONSENT_IS_NOT_REQUIRED_FOR_THE_ADDITION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThey can add it without asking you.
WHAT IT MEANSA statement that the customer's agreement is not needed before something is added.
WHAT IT MEANS FOR YOUThis is how new parties or features enter the arrangement without a decision point for you. Check what can be added and whether notice is given.
LOOK NEARBY FORwithout consent, do not require, engages a Subprocessor, subprocessor list, notice of changes
Source Occurrences
Occurrence 1
“…as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any subprocessor. 5.5 The Parties' data processing obligati…”
MATCHED TEXTCustomer consent is not required for the addition
CHARACTER SPAN3737 through 3786
LOCATION VERIFICATIONVERIFIED
Finding 9.6
FINDINGobligations
CANONICAL IDENTIFIERCS_TERM_OBLIGATIONS
MATCHED LANGUAGEobligations
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_OBLIGATIONS
OCCURRENCE COUNT6
PLAIN-ENGLISH MEANINGThe things a party has to do.
WHAT IT MEANSThe duties a party is bound to perform under the agreement.
WHAT IT MEANS FOR YOUSurvival, assignment, release, and breach clauses all operate on obligations, so the word marks what carries forward or gets discharged. Check whose obligations are meant and whether they survive termination.
LOOK NEARBY FORsurvival, performance, breach, release, assignment
Source Occurrences
Occurrence 1
“…addition, removal, or substitution of any subprocessor. 5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference,…”
MATCHED TEXTobligations
CHARACTER SPAN3868 through 3879
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may p…”
MATCHED TEXTobligation
CHARACTER SPAN4219 through 4229
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…nt professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall ha…”
MATCHED TEXTobligation
CHARACTER SPAN4610 through 4620
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected indi…”
MATCHED TEXTobligation
CHARACTER SPAN4716 through 4726
LOCATION VERIFICATIONVERIFIED
Occurrence 5
“…cidental, consequential, special, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitati…”
MATCHED TEXTobligations
CHARACTER SPAN5884 through 5895
LOCATION VERIFICATIONVERIFIED
Occurrence 6
“…, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnification 8.1 C…”
MATCHED TEXTobligations
CHARACTER SPAN5927 through 5938
LOCATION VERIFICATIONVERIFIED
Finding 9.7
FINDINGsole discretion
CANONICAL IDENTIFIERCS_TERM_SOLE_DISCRETION
MATCHED LANGUAGEsole discretion
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_SOLE_DISCRETION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOne side gets to decide, alone, and does not have to justify it.
WHAT IT MEANSLanguage giving one party unilateral authority to decide a matter, often without any obligation to be reasonable.
WHAT IT MEANS FOR YOUWherever 'sole discretion' appears, one party holds the steering wheel and you are along for the ride: on pricing, features, approvals, or termination. Notice which decisions it governs, because those are the ones you cannot count on.
LOOK NEARBY FORwhat the discretion covers, commercially reasonable efforts, any reasonableness limit, your approval rights
Source Occurrences
Occurrence 1
“…is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of…”
MATCHED TEXTsole discretion
CHARACTER SPAN4059 through 4074
LOCATION VERIFICATIONVERIFIED
Finding 9.8
FINDINGProvider shall
CANONICAL IDENTIFIERCS_TERM_PROVIDER_SHALL
MATCHED LANGUAGEProvider shall
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_PROVIDER_SHALL
OCCURRENCE COUNT3
PLAIN-ENGLISH MEANINGThey have to.
WHAT IT MEANSAn obligation marker identifying the provider as the bound party.
WHAT IT MEANS FOR YOUThis marks the duties actually owed to you, which are usually far shorter than yours. Check what follows and whether it is qualified by efforts.
LOOK NEARBY FORCustomer shall be, If Provider fails, commercially reasonable efforts, shall maintain, shall implement
Source Occurrences
Occurrence 1
“…r upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any for…”
MATCHED TEXTProvider shall
CHARACTER SPAN4196 through 4210
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…s sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notificati…”
MATCHED TEXTProvider shall
CHARACTER SPAN4693 through 4707
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…er in the three (3) months immediately preceding the event giving rise to the claim. 7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of Customer Data, for a…”
MATCHED TEXTProvider shall
CHARACTER SPAN5645 through 5659
LOCATION VERIFICATIONVERIFIED
Finding 9.9
FINDINGno obligation
CANONICAL IDENTIFIERCS_TERM_NO_OBLIGATION
MATCHED LANGUAGEno obligation
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_NO_OBLIGATION
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThey do not have to do it.
WHAT IT MEANSA statement that a party is not required to take the action described.
WHAT IT MEANS FOR YOUThis turns something that reads like a commitment into an option, which matters most for support, updates, and remediation. Check what the party is excused from and whether anything else obligates them.
LOOK NEARBY FORmay withhold, sole discretion, commercially reasonable efforts, support obligations, updates
Source Occurrences
Occurrence 1
“…5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may p…”
MATCHED TEXTno obligation
CHARACTER SPAN4216 through 4229
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…all be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected indi…”
MATCHED TEXTno obligation
CHARACTER SPAN4713 through 4726
LOCATION VERIFICATIONVERIFIED
Finding 9.10
FINDINGat Provider's discretion
CANONICAL IDENTIFIERCS_TERM_AT_PROVIDER_S_DISCRETION
MATCHED LANGUAGEat Provider's discretion
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_AT_PROVIDER_S_DISCRETION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOnly if they feel like it.
WHAT IT MEANSLeft to the provider's own choice rather than owed as a duty.
WHAT IT MEANS FOR YOUThis converts something that reads like a service into a favour that can be refused. Check what is discretionary and whether anything obliges them at all.
LOOK NEARBY FORabsolute discretion, sole discretion, no obligation, export, may withhold
Source Occurrences
Occurrence 1
“…the effective date of termination. Any export requested prior to termination is provided at Provider's discretion and at Provider's then-current professional services rates. 5.7 In the event of a Securi…”
MATCHED TEXTat Provider's discretion
CHARACTER SPAN4467 through 4491
LOCATION VERIFICATIONVERIFIED
Finding 9.11
FINDINGsole obligation
CANONICAL IDENTIFIERCS_TERM_SOLE_OBLIGATION
MATCHED LANGUAGEsole obligation
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_SOLE_OBLIGATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThat is the only thing they have to do.
WHAT IT MEANSThe only duty a party owes in the stated circumstance.
WHAT IT MEANS FOR YOUNaming a single obligation rules out everything else you might have expected in that situation. Check what is excluded by making this the only duty.
LOOK NEARBY FORno obligation, limited remedy, sole and exclusive remedy, bear no cost, breach notification
Source Occurrences
Occurrence 1
“…current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall ha…”
MATCHED TEXTsole obligation
CHARACTER SPAN4605 through 4620
LOCATION VERIFICATIONVERIFIED
Finding 9.12
FINDINGsuspend
CANONICAL IDENTIFIERCS_TERM_SUSPEND
MATCHED LANGUAGESuspension
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_SUSPEND
OCCURRENCE COUNT4
PLAIN-ENGLISH MEANINGSwitching off your access for a while.
WHAT IT MEANSTo halt a party's access to a service temporarily without ending the agreement.
WHAT IT MEANS FOR YOUSuspension sits outside termination, so the usual notice and cure protections may not apply to it. Check the triggers, whether notice is required, and whether fees keep running.
LOOK NEARBY FORsuspend access, continue to accrue, nonpayment, without notice, operational convenience
Source Occurrences
Occurrence 1
“…regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's access to the Service immediately, without notice an…”
MATCHED TEXTSuspension
CHARACTER SPAN4918 through 4928
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's access to the Service immediately, without notice and without liability, for a…”
MATCHED TEXTsuspend
CHARACTER SPAN4947 through 4954
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…or Provider's operational convenience. 6.2 Fees continue to accrue during any period of suspension. Customer has no right to service credits, refunds, or extension of the Subscription Term…”
MATCHED TEXTsuspension
CHARACTER SPAN5259 through 5269
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…o right to service credits, refunds, or extension of the Subscription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or…”
MATCHED TEXTsuspension
CHARACTER SPAN5375 through 5385
LOCATION VERIFICATIONVERIFIED
Finding 9.13
FINDINGoperational convenience
CANONICAL IDENTIFIERCS_TERM_OPERATIONAL_CONVENIENCE
MATCHED LANGUAGEoperational convenience
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_OPERATIONAL_CONVENIENCE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGBecause it suits how they want to run things.
WHAT IT MEANSA party's own operating preference, offered as a sufficient reason to act.
WHAT IT MEANS FOR YOUThis is the broadest justification a clause can give, and it removes any need to show cause. Check what it permits and whether notice is required.
LOOK NEARBY FORsuspend, absolute discretion, for any reason, without notice, business judgment
Source Occurrences
Occurrence 1
“…ount whether disputed or undisputed, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees continue to accrue during any period of suspension. Customer has no right to s…”
MATCHED TEXToperational convenience
CHARACTER SPAN5184 through 5207
LOCATION VERIFICATIONVERIFIED
Finding 9.14
FINDINGobligations under
CANONICAL IDENTIFIERCS_TERM_OBLIGATIONS_UNDER
MATCHED LANGUAGEobligations under
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_OBLIGATIONS_UNDER
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGDuties coming from that clause.
WHAT IT MEANSDuties arising from a named agreement or provision.
WHAT IT MEANS FOR YOUThis scopes which duties a clause reaches, and it often excludes other transaction documents. Check what is inside the reference.
LOOK NEARBY FORParent's obligations hereunder, hereunder, obligations, survival, payment obligations
Source Occurrences
Occurrence 1
“…, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnification 8.1 Custome…”
MATCHED TEXTobligations under
CHARACTER SPAN5927 through 5944
LOCATION VERIFICATIONVERIFIED
Finding 9.15
FINDINGprior written consent
CANONICAL IDENTIFIERCS_TERM_PRIOR_WRITTEN_CONSENT
MATCHED LANGUAGEprior written consent
CATEGORYDuties and permissions
CATEGORY IDENTIFIERDUTIES_AND_PERMISSIONS
DETECTOR OR RULECS_TERM_PRIOR_WRITTEN_CONSENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou cannot do the thing until they say yes, in writing, beforehand.
WHAT IT MEANSA requirement to obtain the other party's approval, in writing and in advance, before taking a specified action.
WHAT IT MEANS FOR YOUThis is a gate the other side controls. If consent can be withheld for any reason, they hold a veto over your move. Look for words like not to be unreasonably withheld, because without them a simple no can block you cold.
LOOK NEARBY FORnot to be unreasonably withheld, deemed consent after silence, assignment, sole discretion
Source Occurrences
Occurrence 1
“…ement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, con…”
MATCHED TEXTprior written consent
CHARACTER SPAN7104 through 7125
LOCATION VERIFICATIONVERIFIED
3.10 Performance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
CATEGORY DESCRIPTIONTerms describing how well or how a duty must be performed.
UNIQUE FINDINGS9
TOTAL OCCURRENCES9
CATEGORY STATUSACTIVE
Finding 10.1
FINDINGdoes not guarantee
CANONICAL IDENTIFIERCS_TERM_DOES_NOT_GUARANTEE
MATCHED LANGUAGEdoes not guarantee
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_DOES_NOT_GUARANTEE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThey are not promising it.
WHAT IT MEANSAn express statement that no assurance is given about the matter described.
WHAT IT MEANS FOR YOUThis is where an expectation about performance, results, or availability is expressly removed. Check what is disclaimed and whether anything is promised instead.
LOOK NEARBY FORavailability commitment, uptime, makes no representation, disclaims all warranties, throughput
Source Occurrences
Occurrence 1
“…NG MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No…”
MATCHED TEXTdoes not guarantee
CHARACTER SPAN1567 through 1585
LOCATION VERIFICATIONVERIFIED
Finding 10.2
FINDINGuptime
CANONICAL IDENTIFIERCS_TERM_UPTIME
MATCHED LANGUAGEuptime
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_UPTIME
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGHow much of the time the service is actually up.
WHAT IT MEANSA measure of how often the service is available, usually stated as a percentage over a period.
WHAT IT MEANS FOR YOUUptime headlines can hide a lot: what counts as downtime, what is excluded, and how it is measured. A high percentage with wide exclusions may mean less than a lower one measured strictly.
LOOK NEARBY FORservice level agreement, scheduled maintenance, service credits, downtime
Source Occurrences
Occurrence 1
“…LAR PURPOSE, AND NON-INFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, ser…”
MATCHED TEXTuptime
CHARACTER SPAN1608 through 1614
LOCATION VERIFICATIONVERIFIED
Finding 10.3
FINDINGresponse time
CANONICAL IDENTIFIERCS_TERM_RESPONSE_TIME
MATCHED LANGUAGEresponse time
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_RESPONSE_TIME
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGHow fast something responds, though the contract has to say which something.
WHAT IT MEANSA commitment that may refer to support responsiveness or system performance, depending on the contract.
WHAT IT MEANS FOR YOUResponse time can mean how quickly support replies or how quickly the system reacts, and the two are very different promises. Check which one the contract defines, and whether a reply counts even if nothing gets fixed.
LOOK NEARBY FORservice level agreement, support tiers, resolution time, uptime
Source Occurrences
Occurrence 1
“…NFRINGEMENT. 3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability…”
MATCHED TEXTresponse time
CHARACTER SPAN1630 through 1643
LOCATION VERIFICATIONVERIFIED
Finding 10.4
FINDINGthroughput
CANONICAL IDENTIFIERCS_TERM_THROUGHPUT
MATCHED LANGUAGEthroughput
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_THROUGHPUT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGHow much it can get through in a given time.
WHAT IT MEANSThe volume of work or data a system processes in a given period.
WHAT IT MEANS FOR YOUThroughput limits decide whether the service performs at your scale, and they are often disclaimed rather than committed. Check whether any figure is promised.
LOOK NEARBY FORresponse time, uptime, availability commitment, does not guarantee, usage limits
Source Occurrences
Occurrence 1
“….2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability commitment a…”
MATCHED TEXTthroughput
CHARACTER SPAN1645 through 1655
LOCATION VERIFICATIONVERIFIED
Finding 10.5
FINDINGservice level agreement
CANONICAL IDENTIFIERCS_TERM_SERVICE_LEVEL_AGREEMENT
MATCHED LANGUAGEservice level agreement
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_SERVICE_LEVEL_AGREEMENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe part of the deal that promises how well the service will run, with consequences if it does not.
WHAT IT MEANSThe document or section stating measurable service commitments and the remedies for missing them.
WHAT IT MEANS FOR YOUA service level agreement is only as strong as its numbers and its remedy. A high uptime promise paired with a token service credit may not actually protect you. Read the targets and what you get when they are missed.
LOOK NEARBY FORuptime, service credits, scheduled maintenance, response time
Source Occurrences
Occurrence 1
“…any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability commitment applies to the Service. 3.3 Provider may mod…”
MATCHED TEXTservice level agreement
CHARACTER SPAN1676 through 1699
LOCATION VERIFICATIONVERIFIED
Finding 10.6
FINDINGavailability commitment
CANONICAL IDENTIFIERCS_TERM_AVAILABILITY_COMMITMENT
MATCHED LANGUAGEavailability commitment
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_AVAILABILITY_COMMITMENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGA promise about how often it will be up.
WHAT IT MEANSA promised level of service availability.
WHAT IT MEANS FOR YOUWhere no commitment is given, downtime is not a breach and there is nothing to claim against. Check whether a figure is committed anywhere.
LOOK NEARBY FORuptime, service level agreement, service credits, does not guarantee, degrade
Source Occurrences
Occurrence 1
“…response time, throughput, or performance. No service level agreement, service credit, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any…”
MATCHED TEXTavailability commitment
CHARACTER SPAN1720 through 1743
LOCATION VERIFICATIONVERIFIED
Finding 10.7
FINDINGdegrade
CANONICAL IDENTIFIERCS_TERM_DEGRADE
MATCHED LANGUAGEdegrade
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_DEGRADE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGMaking the service worse.
WHAT IT MEANSTo reduce the performance or quality of a service.
WHAT IT MEANS FOR YOUA reserved right to degrade means reduced performance is permitted rather than a breach. Check whether any floor on performance survives it.
LOOK NEARBY FORmaterially impair, deprecate, service level agreement, uptime, Model Changes
Source Occurrences
Occurrence 1
“…vice credit, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without not…”
MATCHED TEXTdegrade
CHARACTER SPAN1794 through 1801
LOCATION VERIFICATIONVERIFIED
Finding 10.8
FINDINGdeprecate
CANONICAL IDENTIFIERCS_TERM_DEPRECATE
MATCHED LANGUAGEdeprecate
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_DEPRECATE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGFlagging a feature for removal later.
WHAT IT MEANSTo mark a feature as obsolete and scheduled for removal, usually while it still works for now.
WHAT IT MEANS FOR YOUDeprecation is the step before a feature disappears, and the notice window is what gives you time to migrate. Check how much notice applies and whether a replacement is promised.
LOOK NEARBY FORend of life, sunset, discontinue, Model Changes, without notice
Source Occurrences
Occurrence 1
“…it, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and wit…”
MATCHED TEXTdeprecate
CHARACTER SPAN1803 through 1812
LOCATION VERIFICATIONVERIFIED
Finding 10.9
FINDINGcommercially reasonable
CANONICAL IDENTIFIERCS_TERM_COMMERCIALLY_REASONABLE
MATCHED LANGUAGEcommercially reasonable
CATEGORYPerformance standards
CATEGORY IDENTIFIERPERFORMANCE_STANDARDS
DETECTOR OR RULECS_TERM_COMMERCIALLY_REASONABLE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGDo what a sensible business supposedly would, without saying exactly what that is.
WHAT IT MEANSA flexible standard based on what a reasonable business would do under the commercial circumstances.
WHAT IT MEANS FOR YOUBoth sides can honestly call very different actions commercially reasonable, so the phrase settles little on its own. If the outcome matters, look nearby for named steps, deadlines, staffing, or a measurable result.
LOOK NEARBY FORcommercially reasonable efforts, reasonable efforts, time period, service levels, cure period
Source Occurrences
Occurrence 1
“…t of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, cre…”
MATCHED TEXTcommercially reasonable
CHARACTER SPAN4658 through 4681
LOCATION VERIFICATIONVERIFIED
3.11 Payment consequences
CATEGORY IDENTIFIERPAYMENT_CONSEQUENCES
CATEGORY DESCRIPTIONTerms about what happens around payment events.
UNIQUE FINDINGS4
TOTAL OCCURRENCES5
CATEGORY STATUSACTIVE
Finding 11.1
FINDINGservice credits
CANONICAL IDENTIFIERCS_TERM_SERVICE_CREDITS
MATCHED LANGUAGEservice credit
CATEGORYPayment consequences
CATEGORY IDENTIFIERPAYMENT_CONSEQUENCES
DETECTOR OR RULECS_TERM_SERVICE_CREDITS
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGWhen they fall short, you get a small discount: often instead of anything better.
WHAT IT MEANSCredits applied against fees when a provider misses a service commitment, frequently framed as the customer's sole remedy.
WHAT IT MEANS FOR YOUA credit worth a few percent of one month's fee is cold comfort if an outage cost you real business. Read whether the credit is your only remedy, and how you have to claim it.
LOOK NEARBY FORhow credits are calculated, claim deadlines, sole remedy language, termination for chronic failure
Source Occurrences
Occurrence 1
“…ime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability commitment applies to the Service. 3.3 Provider may modify, degrade, de…”
MATCHED TEXTservice credit
CHARACTER SPAN1701 through 1715
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…e. 6.2 Fees continue to accrue during any period of suspension. Customer has no right to service credits, refunds, or extension of the Subscription Term as a result of suspension. 7. Limitation…”
MATCHED TEXTservice credits
CHARACTER SPAN5296 through 5311
LOCATION VERIFICATIONVERIFIED
Finding 11.2
FINDINGnonpayment
CANONICAL IDENTIFIERCS_TERM_NONPAYMENT
MATCHED LANGUAGEnonpayment
CATEGORYPayment consequences
CATEGORY IDENTIFIERPAYMENT_CONSEQUENCES
DETECTOR OR RULECS_TERM_NONPAYMENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGNot paying on time.
WHAT IT MEANSFailure to pay an amount when due.
WHAT IT MEANS FOR YOUNonpayment usually triggers suspension or termination, and the grace period is what stands between a late invoice and losing access. Check the cure period and whether disputed amounts count.
LOOK NEARBY FORwhether disputed or undisputed, suspend, cure period, payable, late fees
Source Occurrences
Occurrence 1
“…the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisputed, suspected violation of this Agreem…”
MATCHED TEXTnonpayment
CHARACTER SPAN5065 through 5075
LOCATION VERIFICATIONVERIFIED
Finding 11.3
FINDINGwhether disputed or undisputed
CANONICAL IDENTIFIERCS_TERM_WHETHER_DISPUTED_OR_UNDISPUTED
MATCHED LANGUAGEwhether disputed or undisputed
CATEGORYPayment consequences
CATEGORY IDENTIFIERPAYMENT_CONSEQUENCES
DETECTOR OR RULECS_TERM_WHETHER_DISPUTED_OR_UNDISPUTED
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGEven if you are disputing the bill.
WHAT IT MEANSApplying to amounts regardless of whether the payer contests them.
WHAT IT MEANS FOR YOUThis removes the protection of withholding a contested invoice, so raising a billing dispute can still cost you access. Check whether a good faith dispute process exists anywhere.
LOOK NEARBY FORnonpayment, suspend, asserted in good faith, disputed item, setoff
Source Occurrences
Occurrence 1
“…notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisputed, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees…”
MATCHED TEXTwhether disputed or undisputed
CHARACTER SPAN5099 through 5129
LOCATION VERIFICATIONVERIFIED
Finding 11.4
FINDINGcontinue to accrue
CANONICAL IDENTIFIERCS_TERM_CONTINUE_TO_ACCRUE
MATCHED LANGUAGEcontinue to accrue
CATEGORYPayment consequences
CATEGORY IDENTIFIERPAYMENT_CONSEQUENCES
DETECTOR OR RULECS_TERM_CONTINUE_TO_ACCRUE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe meter keeps running.
WHAT IT MEANSCharges that keep building up during a stated period.
WHAT IT MEANS FOR YOUFees accruing while access is suspended mean paying for a service you cannot use. Check what periods this covers and whether any credit offsets it.
LOOK NEARBY FORsuspend, service credits, nonpayment, shall not be returned, unused portion
Source Occurrences
Occurrence 1
“…, suspected violation of this Agreement, or Provider's operational convenience. 6.2 Fees continue to accrue during any period of suspension. Customer has no right to service credits, refunds, or ex…”
MATCHED TEXTcontinue to accrue
CHARACTER SPAN5219 through 5237
LOCATION VERIFICATIONVERIFIED
3.12 Mergers and transactions
CATEGORY IDENTIFIERMERGERS_AND_TRANSACTIONS
CATEGORY DESCRIPTIONTerms specific to M&A and transactions.
UNIQUE FINDINGS1
TOTAL OCCURRENCES1
CATEGORY STATUSACTIVE
Finding 12.1
FINDINGdiscontinue
CANONICAL IDENTIFIERCS_TERM_DISCONTINUE
MATCHED LANGUAGEdiscontinue
CATEGORYMergers and transactions
CATEGORY IDENTIFIERMERGERS_AND_TRANSACTIONS
DETECTOR OR RULECS_TERM_DISCONTINUE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGTo shut something down.
WHAT IT MEANSTo stop offering or supporting a product, service, or activity.
WHAT IT MEANS FOR YOUA right to discontinue can remove the product an earnout or a subscription depends on. Check what notice is required and what happens to payments already made.
LOOK NEARBY FORproduct line, reallocate resources, eliminate Company personnel, Model Off-Boarding, unused portion
Source Occurrences
Occurrence 1
“…ility commitment applies to the Service. 3.3 Provider may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and without liability.…”
MATCHED TEXTdiscontinue
CHARACTER SPAN1817 through 1828
LOCATION VERIFICATIONVERIFIED
3.13 Notices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
CATEGORY DESCRIPTIONTerms about required notices and time limits.
UNIQUE FINDINGS9
TOTAL OCCURRENCES10
CATEGORY STATUSACTIVE
Finding 13.1
FINDINGany time
CANONICAL IDENTIFIERCS_TERM_ANY_TIME
MATCHED LANGUAGEany time
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_ANY_TIME
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWhenever they choose.
WHAT IT MEANSA reference to a moment not fixed to any deadline or schedule.
WHAT IT MEANS FOR YOURights exercisable at any time give the holder timing control, which matters most for termination and audits. Check what can be done at any time and whether notice is required.
LOOK NEARBY FORfor any reason, termination for convenience, audit rights, notice, such later time
Source Occurrences
Occurrence 1
“…may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscr…”
MATCHED TEXTany time
CHARACTER SPAN1871 through 1879
LOCATION VERIFICATIONVERIFIED
Finding 13.2
FINDINGwithout notice
CANONICAL IDENTIFIERCS_TERM_WITHOUT_NOTICE
MATCHED LANGUAGEwithout notice
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_WITHOUT_NOTICE
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGNo heads up at all.
WHAT IT MEANSActing with no advance warning to the other party.
WHAT IT MEANS FOR YOURemoving notice removes the chance to fix the problem or plan around it, which matters most for suspension and service changes. Check which actions carry it.
LOOK NEARBY FORsuspend, Model Changes, deprecate, notice period, operational convenience
Source Occurrences
Occurrence 1
“…fy, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is…”
MATCHED TEXTwithout notice
CHARACTER SPAN1880 through 1894
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…g. 6. Suspension 6.1 Provider may suspend Customer's access to the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoiced amount whethe…”
MATCHED TEXTwithout notice
CHARACTER SPAN5001 through 5015
LOCATION VERIFICATIONVERIFIED
Finding 13.3
FINDINGwritten notice
CANONICAL IDENTIFIERCS_TERM_WRITTEN_NOTICE
MATCHED LANGUAGEwritten notice
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_WRITTEN_NOTICE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGIt has to be in writing, not just said out loud.
WHAT IT MEANSA requirement that notice be given in written form rather than only spoken.
WHAT IT MEANS FOR YOUWritten notice requirements decide whether a warning, objection, or termination actually counts. A phone call may not satisfy them. Check what delivery methods qualify and where notices must be sent.
LOOK NEARBY FORnotice period, prompt written notice, delivery of notices, email notice
Source Occurrences
Occurrence 1
“…new automatically for successive twelve (12) month renewal terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term.…”
MATCHED TEXTwritten notice
CHARACTER SPAN2154 through 2168
LOCATION VERIFICATIONVERIFIED
Finding 13.4
FINDINGdays prior
CANONICAL IDENTIFIERCS_TERM_DAYS_PRIOR
MATCHED LANGUAGEdays prior to
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_DAYS_PRIOR
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThat many days before it happens.
WHAT IT MEANSA deadline counted backwards from a stated event.
WHAT IT MEANS FOR YOUBackward counted deadlines are easy to miss because the window opens and closes well before the date you are watching. Check the number of days and what they are counted from.
LOOK NEARBY FORdays after, Business Days, notice of non-renewal, then-current term, such later time
Source Occurrences
Occurrence 1
“…al terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by cert…”
MATCHED TEXTdays prior to
CHARACTER SPAN2210 through 2223
LOCATION VERIFICATIONVERIFIED
Finding 13.5
FINDINGeffective only if
CANONICAL IDENTIFIERCS_TERM_EFFECTIVE_ONLY_IF
MATCHED LANGUAGEeffective only if
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_EFFECTIVE_ONLY_IF
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGIt only counts if this is true.
WHAT IT MEANSA condition that must be met for something to have any force.
WHAT IT MEANS FOR YOUThis is how a notice requirement becomes a trap, since a notice that misses the condition is treated as never given. Check every condition attached.
LOOK NEARBY FORcertified mail, return receipt requested, is void, written notice, notice of non-renewal
Source Occurrences
Occurrence 1
“…than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice…”
MATCHED TEXTeffective only if
CHARACTER SPAN2283 through 2300
LOCATION VERIFICATIONVERIFIED
Finding 13.6
FINDINGcertified mail
CANONICAL IDENTIFIERCS_TERM_CERTIFIED_MAIL
MATCHED LANGUAGEcertified mail
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_CERTIFIED_MAIL
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGTracked physical post.
WHAT IT MEANSA postal service producing a record that an item was sent and delivered.
WHAT IT MEANS FOR YOUWhere certified mail is the only valid channel, email or in product notice can be void no matter who read it. Check whether other channels are permitted.
LOOK NEARBY FORreturn receipt requested, registered agent, effective only if, written notice, notice of non-renewal
Source Occurrences
Occurrence 1
“…r to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice delivered by any other…”
MATCHED TEXTcertified mail
CHARACTER SPAN2309 through 2323
LOCATION VERIFICATIONVERIFIED
Finding 13.7
FINDINGreturn receipt requested
CANONICAL IDENTIFIERCS_TERM_RETURN_RECEIPT_REQUESTED
MATCHED LANGUAGEreturn receipt requested
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_RETURN_RECEIPT_REQUESTED
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGProof it was actually delivered.
WHAT IT MEANSA postal option producing proof that an item was delivered.
WHAT IT MEANS FOR YOUThis is the evidence that a notice was given on time, which is what a dispute usually turns on. Check whether proof of delivery is required for validity.
LOOK NEARBY FORcertified mail, registered agent, effective only if, written notice, days prior
Source Occurrences
Occurrence 1
“…the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice delivered by any other means, including email or…”
MATCHED TEXTreturn receipt requested
CHARACTER SPAN2325 through 2349
LOCATION VERIFICATIONVERIFIED
Finding 13.8
FINDINGregistered agent
CANONICAL IDENTIFIERCS_TERM_REGISTERED_AGENT
MATCHED LANGUAGEregistered agent
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_REGISTERED_AGENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe official address for legal post.
WHAT IT MEANSThe person or entity formally designated to receive legal notices for a company.
WHAT IT MEANS FOR YOUSending notice to the wrong recipient can void it even when the right people saw it. Check who the designated recipient is and whether the address is current.
LOOK NEARBY FORcertified mail, return receipt requested, effective only if, written notice, Secretary of State of
Source Occurrences
Occurrence 1
“…ewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice delivered by any other means, including email or through the Service, is void. 4…”
MATCHED TEXTregistered agent
CHARACTER SPAN2365 through 2381
LOCATION VERIFICATIONVERIFIED
Finding 13.9
FINDINGdays after
CANONICAL IDENTIFIERCS_TERM_DAYS_AFTER
MATCHED LANGUAGEdays after
CATEGORYNotices and timing
CATEGORY IDENTIFIERNOTICES_AND_TIMING
DETECTOR OR RULECS_TERM_DAYS_AFTER
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThat many days after something happens.
WHAT IT MEANSA deadline counted in days from a stated event.
WHAT IT MEANS FOR YOUWhether the days are calendar or business is often stated only once, far from the deadline itself. Check which kind of day is meant and what starts the clock.
LOOK NEARBY FORBusiness Days after, days after the Closing, from the date, notice, such later time
Source Occurrences
Occurrence 1
“…ustomer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to termination is provided…”
MATCHED TEXTdays after
CHARACTER SPAN4367 through 4377
LOCATION VERIFICATIONVERIFIED
3.14 Liability caps and risk allocation
CATEGORY IDENTIFIERLIABILITY_CAPS_AND_RISK_ALLOCATION
CATEGORY DESCRIPTIONTerms about limiting and allocating risk.
UNIQUE FINDINGS4
TOTAL OCCURRENCES6
CATEGORY STATUSACTIVE
Finding 14.1
FINDINGwithout any liability
CANONICAL IDENTIFIERCS_TERM_WITHOUT_ANY_LIABILITY
MATCHED LANGUAGEwithout liability
CATEGORYLiability caps and risk allocation
CATEGORY IDENTIFIERLIABILITY_CAPS_AND_RISK_ALLOCATION
DETECTOR OR RULECS_TERM_WITHOUT_ANY_LIABILITY
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThey can do it and owe you nothing.
WHAT IT MEANSA statement that an action may be taken with no resulting responsibility for loss.
WHAT IT MEANS FOR YOUThis is usually attached to suspension, termination, or a change in service, and it removes the remedy you would otherwise have. Check which action it covers and whether any refund or credit survives it.
LOOK NEARBY FORliability, termination for convenience, suspension, unused portion, limitation of liability
Source Occurrences
Occurrence 1
“…ate, or discontinue any feature or function of the Service at any time without notice and without liability. 4. Term, Renewal, and Fees 4.1 The initial Subscription Term is twelve (12) months beg…”
MATCHED TEXTwithout liability
CHARACTER SPAN1899 through 1916
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…6.1 Provider may suspend Customer's access to the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisput…”
MATCHED TEXTwithout liability
CHARACTER SPAN5020 through 5037
LOCATION VERIFICATIONVERIFIED
Finding 14.2
FINDINGlimitation of liability
CANONICAL IDENTIFIERCS_TERM_LIMITATION_OF_LIABILITY
MATCHED LANGUAGELimitation of Liability
CATEGORYLiability caps and risk allocation
CATEGORY IDENTIFIERLIABILITY_CAPS_AND_RISK_ALLOCATION
DETECTOR OR RULECS_TERM_LIMITATION_OF_LIABILITY
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThe ceiling on what they will ever owe you: often lower than you would guess.
WHAT IT MEANSA provision that caps or excludes the types or amount of damages a party can be required to pay.
WHAT IT MEANS FOR YOUWhen a failure costs you a fortune and the cap is 'fees paid in the last three months,' this clause is why your recovery is a rounding error. Find the cap, find the carve-outs, and measure both against what could actually go wrong.
LOOK NEARBY FORthe cap amount, consequential damages exclusion, carve-outs to the cap, liability supercap
Source Occurrences
Occurrence 1
“…ce credits, refunds, or extension of the Subscription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement sh…”
MATCHED TEXTLimitation of Liability
CHARACTER SPAN5391 through 5414
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…igations and Customer's indemnification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider ag…”
MATCHED TEXTlimitation of liability
CHARACTER SPAN5977 through 6000
LOCATION VERIFICATIONVERIFIED
Finding 14.3
FINDINGaggregate liability
CANONICAL IDENTIFIERCS_TERM_AGGREGATE_LIABILITY
MATCHED LANGUAGEaggregate liability
CATEGORYLiability caps and risk allocation
CATEGORY IDENTIFIERLIABILITY_CAPS_AND_RISK_ALLOCATION
DETECTOR OR RULECS_TERM_AGGREGATE_LIABILITY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe grand total of everything they could ever owe you: added up, then usually capped.
WHAT IT MEANSThe combined total a party can be liable for under the contract, usually the figure a cap is applied to.
WHAT IT MEANS FOR YOU'Aggregate' means it is not per-incident; it is the lifetime ceiling. If ten things go wrong, you are still splitting one capped pot. Check how big the pot is against how bad things could get.
LOOK NEARBY FORliability cap, the cap amount, carve-outs to the cap, per-claim vs total
Source Occurrences
Occurrence 1
“…ription Term as a result of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid…”
MATCHED TEXTaggregate liability
CHARACTER SPAN5437 through 5456
LOCATION VERIFICATIONVERIFIED
Finding 14.4
FINDINGrise to the claim
CANONICAL IDENTIFIERCS_TERM_RISE_TO_THE_CLAIM
MATCHED LANGUAGErise to the claim
CATEGORYLiability caps and risk allocation
CATEGORY IDENTIFIERLIABILITY_CAPS_AND_RISK_ALLOCATION
DETECTOR OR RULECS_TERM_RISE_TO_THE_CLAIM
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe event that caused the claim to exist.
WHAT IT MEANSA timing and causation phrase identifying the event connected to a liability claim.
WHAT IT MEANS FOR YOUThe date of that event can set the applicable look-back period, the fee base, and the liability cap. Pin down which event the clause points to, because it quietly drives how much can be recovered.
LOOK NEARBY FORevent giving rise, look-back window, claim date, fees paid or payable, aggregate liability
Source Occurrences
Occurrence 1
“…tion Fees paid by Customer in the three (3) months immediately preceding the event giving rise to the claim. 7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of…”
MATCHED TEXTrise to the claim
CHARACTER SPAN5621 through 5638
LOCATION VERIFICATIONVERIFIED
3.15 Boilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
CATEGORY DESCRIPTIONStandard clauses and rules for reading the contract.
UNIQUE FINDINGS20
TOTAL OCCURRENCES21
CATEGORY STATUSACTIVE
Finding 15.1
FINDINGAgreement shall
CANONICAL IDENTIFIERCS_TERM_AGREEMENT_SHALL
MATCHED LANGUAGEAgreement shall
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_AGREEMENT_SHALL
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGSomething the contract itself does.
WHAT IT MEANSAn obligation or effect attaching to the agreement as a whole.
WHAT IT MEANS FOR YOUThis usually introduces how the document operates rather than what a party must do. Check what effect follows.
LOOK NEARBY FORshall become effective, automatically terminate, survive termination, entire agreement, in its entirety
Source Occurrences
Occurrence 1
“…nitial Subscription Term is twelve (12) months beginning on the Effective Date. 4.2 This Agreement shall renew automatically for successive twelve (12) month renewal terms unless Customer delive…”
MATCHED TEXTAgreement shall
CHARACTER SPAN2046 through 2061
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately pre…”
MATCHED TEXTAgreement shall
CHARACTER SPAN5492 through 5507
LOCATION VERIFICATIONVERIFIED
Finding 15.2
FINDINGis void
CANONICAL IDENTIFIERCS_TERM_IS_VOID
MATCHED LANGUAGEis void
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_IS_VOID
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGIt does not count for anything.
WHAT IT MEANSHaving no legal effect at all.
WHAT IT MEANS FOR YOUTreating a step as void means it is as though it never happened, which is how a mistimed or misdirected notice fails completely. Check what is voided and whether it can be cured.
LOOK NEARBY FOReffective only if, certified mail, notice of non-renewal, matter of law, cannot be waived
Source Occurrences
Occurrence 1
“…tered agent. Notice delivered by any other means, including email or through the Service, is void. 4.3 Provider may increase the Subscription Fees by up to fifteen percent (15%) at each…”
MATCHED TEXTis void
CHARACTER SPAN2460 through 2467
LOCATION VERIFICATIONVERIFIED
Finding 15.3
FINDINGtake effect automatically
CANONICAL IDENTIFIERCS_TERM_TAKE_EFFECT_AUTOMATICALLY
MATCHED LANGUAGEtake effect automatically
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_TAKE_EFFECT_AUTOMATICALLY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGIt just happens on its own.
WHAT IT MEANSApplying without any further step, acceptance, or approval.
WHAT IT MEANS FOR YOUAutomatic effect removes the moment where you would normally review or object. Check what happens automatically and whether notice precedes it.
LOOK NEARBY FORwithout consent, binding upon publication, automatic renewal, fee increase, upon publication
Source Occurrences
Occurrence 1
“…ease the Subscription Fees by up to fifteen percent (15%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgment. 4.4 Subscription Fees are invoice…”
MATCHED TEXTtake effect automatically
CHARACTER SPAN2581 through 2606
LOCATION VERIFICATIONVERIFIED
Finding 15.4
FINDINGin all circumstances
CANONICAL IDENTIFIERCS_TERM_IN_ALL_CIRCUMSTANCES
MATCHED LANGUAGEin all circumstances
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_IN_ALL_CIRCUMSTANCES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGNo matter what happens.
WHAT IT MEANSApplying in every case with no exception.
WHAT IT MEANS FOR YOUAbsolute wording removes the exceptions a reader would normally expect, including for the other side's own breach. Check what it attaches to.
LOOK NEARBY FORAbsolute restriction, non-refundable fees, without any liability, except to the extent, limitations
Source Occurrences
Occurrence 1
“…wledgment. 4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1 As between the Parti…”
MATCHED TEXTin all circumstances
CHARACTER SPAN2741 through 2761
LOCATION VERIFICATIONVERIFIED
Finding 15.5
FINDINGincorporated by reference
CANONICAL IDENTIFIERCS_TERM_INCORPORATED_BY_REFERENCE
MATCHED LANGUAGEincorporated by reference
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_INCORPORATED_BY_REFERENCE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGAnother document counts as part of this contract.
WHAT IT MEANSMaking an outside document part of the agreement without reproducing its text.
WHAT IT MEANS FOR YOUThe incorporated document carries the same force as the signed pages and is often the one that can be changed unilaterally. Check what is incorporated and who controls it.
LOOK NEARBY FORdata processing addendum, as amended from time to time, available upon request, then-current version, order of precedence
Source Occurrences
Occurrence 1
“…data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provider may update from time to time in it…”
MATCHED TEXTincorporated by reference
CHARACTER SPAN3942 through 3967
LOCATION VERIFICATIONVERIFIED
Finding 15.6
FINDINGavailable upon request
CANONICAL IDENTIFIERCS_TERM_AVAILABLE_UPON_REQUEST
MATCHED LANGUAGEavailable upon written request
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_AVAILABLE_UPON_REQUEST
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou get to see it if you ask.
WHAT IT MEANSA document provided only if asked for rather than supplied with the agreement.
WHAT IT MEANS FOR YOUTerms you have not read can still bind you when they are incorporated this way. Check what the document contains before signing rather than after.
LOOK NEARBY FORincorporated by reference, data processing addendum, then-current version, posted to the website, disclosure
Source Occurrences
Occurrence 1
“…e governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are bind…”
MATCHED TEXTavailable upon written request
CHARACTER SPAN3972 through 4002
LOCATION VERIFICATIONVERIFIED
Finding 15.7
FINDINGfrom time to time
CANONICAL IDENTIFIERCS_TERM_FROM_TIME_TO_TIME
MATCHED LANGUAGEfrom time to time
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_FROM_TIME_TO_TIME
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThis can happen or change again and again, whenever they choose.
WHAT IT MEANSA phrase indicating that a referenced action, document, or update may occur repeatedly, without a single fixed date.
WHAT IT MEANS FOR YOUFrom time to time often signals that a policy, fee, or document can change on an ongoing basis. Where it attaches to something that binds you, check whether you get notice or a say when it changes.
LOOK NEARBY FORas amended, updated policies, incorporated herein by reference, notice of changes
Source Occurrences
Occurrence 1
“…corporated by reference, is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expir…”
MATCHED TEXTfrom time to time
CHARACTER SPAN4034 through 4051
LOCATION VERIFICATIONVERIFIED
Finding 15.8
FINDINGbinding upon publication
CANONICAL IDENTIFIERCS_TERM_BINDING_UPON_PUBLICATION
MATCHED LANGUAGEbinding on Customer upon publication
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_BINDING_UPON_PUBLICATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGIt applies the moment they post it.
WHAT IT MEANSA change that takes effect as soon as it is published, without acceptance.
WHAT IT MEANS FOR YOUThis removes both notice and consent from the amendment process, so terms can move without you seeing them. Check where publication happens and whether any notice is promised.
LOOK NEARBY FORupon publication, as amended from time to time, posted to the website, incorporated by reference, sole discretion
Source Occurrences
Occurrence 1
“…uest, and which Provider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall hav…”
MATCHED TEXTbinding on Customer upon publication
CHARACTER SPAN4088 through 4124
LOCATION VERIFICATIONVERIFIED
Finding 15.9
FINDINGupon publication
CANONICAL IDENTIFIERCS_TERM_UPON_PUBLICATION
MATCHED LANGUAGEupon publication
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_UPON_PUBLICATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe moment it goes up.
WHAT IT MEANSTaking effect at the moment something is made public.
WHAT IT MEANS FOR YOUEffectiveness on publication leaves no window to review or object before a change binds you. Check whether any notice period sits alongside it.
LOOK NEARBY FORbinding upon publication, posted to the website, as amended from time to time, notice, sole discretion
Source Occurrences
Occurrence 1
“…ider may update from time to time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall hav…”
MATCHED TEXTupon publication
CHARACTER SPAN4108 through 4124
LOCATION VERIFICATIONVERIFIED
Finding 15.10
FINDINGin the event
CANONICAL IDENTIFIERCS_TERM_IN_THE_EVENT
MATCHED LANGUAGEIn the event
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_IN_THE_EVENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGIf this happens, then.
WHAT IT MEANSA conditional marker introducing what happens if something occurs.
WHAT IT MEANS FOR YOUThis introduces the trigger for a consequence, and the consequence is usually the part worth reading. Check what triggers it and what follows.
LOOK NEARBY FORcondition precedent, termination, notice, subject to the conditions, for any reason
Source Occurrences
Occurrence 1
“…at Provider's discretion and at Provider's then-current professional services rates. 5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a c…”
MATCHED TEXTIn the event
CHARACTER SPAN4557 through 4569
LOCATION VERIFICATIONVERIFIED
Finding 15.11
FINDINGreasonable
CANONICAL IDENTIFIERCS_TERM_REASONABLE
MATCHED LANGUAGEreasonable
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_REASONABLE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGSensible, judged objectively.
WHAT IT MEANSA standard of what is fair and sensible in the circumstances.
WHAT IT MEANS FOR YOUThis is the usual check on discretion, effort, and cost, and its absence is what makes a right unqualified. Check whether the word is present and what it qualifies.
LOOK NEARBY FORreasonable discretion, reasonable detail, commercially reasonable, good faith, absolute discretion
Source Occurrences
Occurrence 1
“…ty Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, cre…”
MATCHED TEXTreasonable
CHARACTER SPAN4671 through 4681
LOCATION VERIFICATIONVERIFIED
Finding 15.12
FINDINGforegoing
CANONICAL IDENTIFIERCS_TERM_FOREGOING
MATCHED LANGUAGEforegoing
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_FOREGOING
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe thing just said above.
WHAT IT MEANSA reference back to what was just stated.
WHAT IT MEANS FOR YOUClauses stack qualifications using this word, so the sentence you are reading may be modifying something several lines up. Check what it points back to.
LOOK NEARBY FORNotwithstanding the foregoing, Without limiting the foregoing, provided further, as follows, or any other
Source Occurrences
Occurrence 1
“…ndividuals, or regulatory notification, and shall bear no cost associated with any of the foregoing. 6. Suspension 6.1 Provider may suspend Customer's access to the Service immediately, w…”
MATCHED TEXTforegoing
CHARACTER SPAN4903 through 4912
LOCATION VERIFICATIONVERIFIED
Finding 15.13
FINDINGimmediately preceding
CANONICAL IDENTIFIERCS_TERM_IMMEDIATELY_PRECEDING
MATCHED LANGUAGEimmediately preceding
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_IMMEDIATELY_PRECEDING
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe one right before this.
WHAT IT MEANSThe period or item directly before the one in question.
WHAT IT MEANS FOR YOUCaps and calculations measured against a preceding period turn entirely on which period counts. Check what is being measured and over what window.
LOOK NEARBY FORimmediately preceding term, then-current term, limitation of liability, fees paid, calendar month
Source Occurrences
Occurrence 1
“…Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately preceding the event giving rise to the claim. 7.2 Provider shall have no liability whatsoever for…”
MATCHED TEXTimmediately preceding
CHARACTER SPAN5582 through 5603
LOCATION VERIFICATIONVERIFIED
Finding 15.14
FINDINGgoverning law
CANONICAL IDENTIFIERCS_TERM_GOVERNING_LAW
MATCHED LANGUAGEGoverning Law
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_GOVERNING_LAW
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGWhose rulebook gets used when there is a fight: usually picked to suit them.
WHAT IT MEANSA clause choosing which jurisdiction's law governs how the contract is read and enforced.
WHAT IT MEANS FOR YOUThe same words can be enforced very differently depending on the law chosen. Paired with a distant forum, an unfamiliar governing law can make a dispute costly and uncertain before you even reach the merits.
LOOK NEARBY FORforum selection clause, exclusive jurisdiction, which state or country, how it pairs with the venue
Source Occurrences
Occurrence 1
“…ng for claims that the Service infringes any third-party intellectual property right. 9. Governing Law and Disputes 9.1 This Agreement is governed by the laws of the State of California witho…”
MATCHED TEXTGoverning Law
CHARACTER SPAN6448 through 6461
LOCATION VERIFICATIONVERIFIED
Finding 15.15
FINDINGconflict of laws
CANONICAL IDENTIFIERCS_TERM_CONFLICT_OF_LAWS
MATCHED LANGUAGEconflict of laws
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_CONFLICT_OF_LAWS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe tie-breaker for whose law governs when several might.
WHAT IT MEANSA reference to the rules that determine which jurisdiction's law applies when more than one could.
WHAT IT MEANS FOR YOUGoverning-law clauses often exclude conflict-of-laws rules to keep the chosen law from bouncing to another. Read whether these rules are included or excluded, since it affects which law actually ends up applying.
LOOK NEARBY FORgoverned by and construed in accordance with, jurisdiction, venue, choice of law
Source Occurrences
Occurrence 1
“…9.1 This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, C…”
MATCHED TEXTconflict of laws
CHARACTER SPAN6564 through 6580
LOCATION VERIFICATIONVERIFIED
Finding 15.16
FINDINGconflict of laws principles
CANONICAL IDENTIFIERCS_TERM_CONFLICT_OF_LAWS_PRINCIPLES
MATCHED LANGUAGEconflict of laws principles
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_CONFLICT_OF_LAWS_PRINCIPLES
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe rules that might send you to a different state's law, switched off on purpose.
WHAT IT MEANSThe rules that could point to another jurisdiction's law, which a governing-law clause usually excludes.
WHAT IT MEANS FOR YOUExcluding these principles keeps the chosen law from bouncing the dispute to somewhere else. It is what makes a governing-law choice actually stick, so its presence tells you the parties meant the named law to truly apply.
LOOK NEARBY FORgoverning law, venue, choice of law, jurisdiction
Source Occurrences
Occurrence 1
“…9.1 This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California.…”
MATCHED TEXTconflict of laws principles
CHARACTER SPAN6564 through 6591
LOCATION VERIFICATIONVERIFIED
Finding 15.17
FINDINGeach Party
CANONICAL IDENTIFIERCS_TERM_EACH_PARTY
MATCHED LANGUAGEEach Party
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_EACH_PARTY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGBoth sides, each on their own.
WHAT IT MEANSA reference applying something separately to both sides of the agreement.
WHAT IT MEANS FOR YOUWhether an obligation reads each Party or names only one side is what makes it mutual or one sided. Check which duties are reciprocal and which are not.
LOOK NEARBY FORmutual, one-way, applies to Customer only, respective, obligations
Source Occurrences
Occurrence 1
“…lusive venue lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or…”
MATCHED TEXTEach Party
CHARACTER SPAN6686 through 6696
LOCATION VERIFICATIONVERIFIED
Finding 15.18
FINDINGtogether with
CANONICAL IDENTIFIERCS_TERM_TOGETHER_WITH
MATCHED LANGUAGEtogether with
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_TOGETHER_WITH
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGAlong with this other thing.
WHAT IT MEANSCombined with the item that follows.
WHAT IT MEANS FOR YOUThis phrase bundles items so they are treated as one for a calculation or a transfer. Check what is being combined and whether anything is left out.
LOOK NEARBY FORaggregate, therewith, plus interest, set forth, all of the equity
Source Occurrences
Occurrence 1
“…not assign this Agreement without Provider's prior written consent. 10.2 This Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between…”
MATCHED TEXTtogether with
CHARACTER SPAN7149 through 7162
LOCATION VERIFICATIONVERIFIED
Finding 15.19
FINDINGentire agreement
CANONICAL IDENTIFIERCS_TERM_ENTIRE_AGREEMENT
MATCHED LANGUAGEentire agreement
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_ENTIRE_AGREEMENT
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThat promise from the sales call may feel real to you. This clause may treat it as though it never happened.
WHAT IT MEANSAn integration clause stating that the written contract replaces prior statements, promises, negotiations, or understandings about the deal.
WHAT IT MEANS FOR YOUYou may sign because someone promised a feature, delivery date, discount, or support level. If that promise never made it into the contract, the entire-agreement clause may leave you holding a memory instead of an enforceable commitment.
LOOK NEARBY FORorder form, statement of work, sales proposal, written representations, document precedence, amendments
Source Occurrences
Occurrence 1
“…Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of…”
MATCHED TEXTentire agreement
CHARACTER SPAN7228 through 7244
LOCATION VERIFICATIONVERIFIED
Finding 15.20
FINDINGin witness whereof
CANONICAL IDENTIFIERCS_TERM_IN_WITNESS_WHEREOF
MATCHED LANGUAGEIN WITNESS WHEREOF
CATEGORYBoilerplate and interpretation
CATEGORY IDENTIFIERBOILERPLATE_AND_INTERPRETATION
DETECTOR OR RULECS_TERM_IN_WITNESS_WHEREOF
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe old-fashioned lead-in right before the signatures.
WHAT IT MEANSA formal phrase that introduces the signature block of an agreement.
WHAT IT MEANS FOR YOUThis phrase marks where the operative terms end and signing begins, so it is a useful landmark for the execution section. It carries little substance itself, but the counterpart and signature terms right around it do.
LOOK NEARBY FORcounterparts, original signatures, execution and delivery, authorized representative
Source Occurrences
Occurrence 1
“…and the Data Processing Addendum, constitutes the entire agreement between the Parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Meridian C…”
MATCHED TEXTIN WITNESS WHEREOF
CHARACTER SPAN7267 through 7285
LOCATION VERIFICATIONVERIFIED
3.16 Termination
CATEGORY IDENTIFIERTERMINATION
CATEGORY DESCRIPTIONTerms about ending the contract.
UNIQUE FINDINGS5
TOTAL OCCURRENCES10
CATEGORY STATUSACTIVE
Finding 16.1
FINDINGtermination
CANONICAL IDENTIFIERCS_TERM_TERMINATION
MATCHED LANGUAGEtermination
CATEGORYTermination
CATEGORY IDENTIFIERTERMINATION
DETECTOR OR RULECS_TERM_TERMINATION
OCCURRENCE COUNT5
PLAIN-ENGLISH MEANINGEnding the contract.
WHAT IT MEANSThe ending of the agreement or of a right under it before or at the end of its term.
WHAT IT MEANS FOR YOUTermination language decides who can end the deal, on what notice, and what happens to money and data afterwards. Check the triggers, the notice period, and what survives.
LOOK NEARBY FORfor any reason, notice period, survival, unused portion, Model Off-Boarding
Source Occurrences
Occurrence 1
“…s are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach. 5. Customer Data 5.1 As between the Parties, Customer retains ow…”
MATCHED TEXTtermination
CHARACTER SPAN2773 through 2784
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may sh…”
MATCHED TEXTtermination
CHARACTER SPAN3454 through 3465
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…ole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, mi…”
MATCHED TEXTtermination
CHARACTER SPAN4150 through 4161
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…der may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to termination is provided at Provider's discretion and at Pr…”
MATCHED TEXTtermination
CHARACTER SPAN4400 through 4411
LOCATION VERIFICATIONVERIFIED
Occurrence 5
“…a thirty (30) days after the effective date of termination. Any export requested prior to termination is provided at Provider's discretion and at Provider's then-current professional services…”
MATCHED TEXTtermination
CHARACTER SPAN4443 through 4454
LOCATION VERIFICATIONVERIFIED
Finding 16.2
FINDINGsurvive termination
CANONICAL IDENTIFIERCS_TERM_SURVIVE_TERMINATION
MATCHED LANGUAGEsurvives termination
CATEGORYTermination
CATEGORY IDENTIFIERTERMINATION
DETECTOR OR RULECS_TERM_SURVIVE_TERMINATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGSome promises do not die when the contract does.
WHAT IT MEANSLanguage keeping certain obligations in force after the contract ends: commonly confidentiality, indemnity, limits on liability, and payment of amounts owed.
WHAT IT MEANS FOR YOUYou may think ending the deal wipes the slate clean. Survival clauses keep chosen obligations alive for years, so read which ones follow you out the door.
LOOK NEARBY FORwhich sections survive, how long they survive, confidentiality, indemnify, limitation of liability
Source Occurrences
Occurrence 1
“…lligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data. 5.4 Provider may sh…”
MATCHED TEXTsurvives termination
CHARACTER SPAN3445 through 3465
LOCATION VERIFICATIONVERIFIED
Finding 16.3
FINDINGexpiration or termination
CANONICAL IDENTIFIERCS_TERM_EXPIRATION_OR_TERMINATION
MATCHED LANGUAGEexpiration or termination
CATEGORYTermination
CATEGORY IDENTIFIERTERMINATION
DETECTOR OR RULECS_TERM_EXPIRATION_OR_TERMINATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGHowever the contract ends, by running out or being cut short, this applies.
WHAT IT MEANSA phrase covering the end of an agreement whether it lapses naturally or is ended early.
WHAT IT MEANS FOR YOUSurvival and wind-down obligations often hang on this phrase so they apply either way. Read what continues after expiration or termination, because that is what still binds you once the deal is over.
LOOK NEARBY FORsurvival, wind-down, return of data, post-termination obligations
Source Occurrences
Occurrence 1
“…time in its sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, mi…”
MATCHED TEXTexpiration or termination
CHARACTER SPAN4136 through 4161
LOCATION VERIFICATIONVERIFIED
Finding 16.4
FINDINGor termination
CANONICAL IDENTIFIERCS_TERM_OR_TERMINATION
MATCHED LANGUAGEor termination
CATEGORYTermination
CATEGORY IDENTIFIERTERMINATION
DETECTOR OR RULECS_TERM_OR_TERMINATION
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOr if it gets terminated.
WHAT IT MEANSAn alternative branch covering the case where an agreement is ended.
WHAT IT MEANS FOR YOUClauses often treat expiry and termination the same way, and this phrase is where the two are joined. Check whether both routes carry the same consequences.
LOOK NEARBY FORtermination, shall expire, after the expiration, survival, unused portion
Source Occurrences
Occurrence 1
“…s sole discretion. Updates are binding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, mi…”
MATCHED TEXTor termination
CHARACTER SPAN4147 through 4161
LOCATION VERIFICATIONVERIFIED
Finding 16.5
FINDINGfor any reason
CANONICAL IDENTIFIERCS_TERM_FOR_ANY_REASON
MATCHED LANGUAGEfor any reason
CATEGORYTermination
CATEGORY IDENTIFIERTERMINATION
DETECTOR OR RULECS_TERM_FOR_ANY_REASON
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThey can do it without giving a reason.
WHAT IT MEANSA permission to act without needing a stated cause or justification.
WHAT IT MEANS FOR YOUAttached to termination or employment, this removes any argument that the stated reason was wrong. Check what notice is required and what payments survive the exit.
LOOK NEARBY FORtermination for convenience, ceasing to be employed, notice period, unused portion, condition to receipt
Source Occurrences
Occurrence 1
“…nding on Customer upon publication. 5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer…”
MATCHED TEXTfor any reason
CHARACTER SPAN4180 through 4194
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…spend Customer's access to the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisputed, suspected vi…”
MATCHED TEXTfor any reason
CHARACTER SPAN5039 through 5053
LOCATION VERIFICATIONVERIFIED
3.17 Ownership and equity
CATEGORY IDENTIFIEROWNERSHIP_AND_EQUITY
CATEGORY DESCRIPTIONTerms about ownership interests and equity.
UNIQUE FINDINGS1
TOTAL OCCURRENCES1
CATEGORY STATUSACTIVE
Finding 17.1
FINDINGaffiliate
CANONICAL IDENTIFIERCS_TERM_AFFILIATE
MATCHED LANGUAGEaffiliates
CATEGORYOwnership and equity
CATEGORY IDENTIFIEROWNERSHIP_AND_EQUITY
DETECTOR OR RULECS_TERM_AFFILIATE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe other companies in the same corporate family.
WHAT IT MEANSA person or entity that controls, is controlled by, or is under common control with a party.
WHAT IT MEANS FOR YOURights and obligations that reach affiliates can stretch a deal far past the entity you signed with. A restriction on affiliates can bind companies you have never dealt with, and a benefit to affiliates can hand your value to the whole group.
LOOK NEARBY FORhow affiliate is defined, subsidiary, change in control, flow-down obligations
Source Occurrences
Occurrence 1
“…e by deletion of Customer Data. 5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does…”
MATCHED TEXTaffiliates
CHARACTER SPAN3593 through 3603
LOCATION VERIFICATIONVERIFIED
3.18 Indemnification
CATEGORY IDENTIFIERINDEMNIFICATION
CATEGORY DESCRIPTIONTerms about one party covering another's losses.
UNIQUE FINDINGS7
TOTAL OCCURRENCES12
CATEGORY STATUSACTIVE
Finding 18.1
FINDINGarising out of
CANONICAL IDENTIFIERCS_TERM_ARISING_OUT_OF
MATCHED LANGUAGEarising out of
CATEGORYIndemnification
CATEGORY IDENTIFIERINDEMNIFICATION
DETECTOR OR RULECS_TERM_ARISING_OUT_OF
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGA wide bridge that pulls in whatever can be traced back to the topic.
WHAT IT MEANSA broad connecting phrase linking obligations or liability to anything that stems from a described subject; also appears widely outside indemnity clauses.
WHAT IT MEANS FOR YOUSmall words, long reach. 'Arising out of' can stretch an obligation to cover things only loosely connected to the deal. Wherever it appears, trace exactly what it is roping in.
LOOK NEARBY FORrelated to, in connection with, the obligation it attaches to, any narrowing language
Source Occurrences
Occurrence 1
“…sult of suspension. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in…”
MATCHED TEXTarising out of
CHARACTER SPAN5457 through 5471
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…ess Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose perso…”
MATCHED TEXTarising from
CHARACTER SPAN6165 through 6177
LOCATION VERIFICATIONVERIFIED
Finding 18.2
FINDINGrelated to
CANONICAL IDENTIFIERCS_TERM_RELATED_TO
MATCHED LANGUAGErelating to
CATEGORYIndemnification
CATEGORY IDENTIFIERINDEMNIFICATION
DETECTOR OR RULECS_TERM_RELATED_TO
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGAn even looser bridge than 'arising out of': 'related' can mean almost adjacent.
WHAT IT MEANSA broad connector extending a provision to matters merely related to a subject, not only those directly caused by it; common throughout contracts, not only in indemnities.
WHAT IT MEANS FOR YOU'Related to' is famously elastic. Paired with 'arising out of,' it can widen an obligation well past what you pictured. Where it matters, ask for language that ties coverage to actual cause.
LOOK NEARBY FORarising out of, in connection with, scope of the obligation, direct causation language
Source Occurrences
Occurrence 1
“…. 7. Limitation of Liability 7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) m…”
MATCHED TEXTrelating to
CHARACTER SPAN5475 through 5486
LOCATION VERIFICATIONVERIFIED
Finding 18.3
FINDINGindemnify
CANONICAL IDENTIFIERCS_TERM_INDEMNIFY
MATCHED LANGUAGEindemnification
CATEGORYIndemnification
CATEGORY IDENTIFIERINDEMNIFICATION
DETECTOR OR RULECS_TERM_INDEMNIFY
OCCURRENCE COUNT4
PLAIN-ENGLISH MEANINGA promise to pay for someone else's problem: the question is which way it points.
WHAT IT MEANSA promise by one party to cover another's specified losses or claims, and sometimes to defend against them.
WHAT IT MEANS FOR YOUIf you are the one indemnifying, you may be signing up to cover legal claims, damages, and defense costs that dwarf the value of the deal. The word is short; the exposure behind it may not be. Trace who owes whom, and how far it reaches.
LOOK NEARBY FORhold harmless, duty to defend, limitation of liability, cap on indemnity, third-party claims
Source Occurrences
Occurrence 1
“…ecial, exemplary, or punitive damages. 7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnific…”
MATCHED TEXTindemnification
CHARACTER SPAN5911 through 5926
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…nification obligations under Section 8 are excluded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, los…”
MATCHED TEXTIndemnification
CHARACTER SPAN6006 through 6021
LOCATION VERIFICATIONVERIFIED
Occurrence 3
“…8 are excluded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, cos…”
MATCHED TEXTindemnify
CHARACTER SPAN6042 through 6051
LOCATION VERIFICATIONVERIFIED
Occurrence 4
“…y any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual…”
MATCHED TEXTindemnity
CHARACTER SPAN6328 through 6337
LOCATION VERIFICATIONVERIFIED
Finding 18.4
FINDINGdefend, indemnify, and hold harmless
CANONICAL IDENTIFIERCS_TERM_DEFEND_INDEMNIFY_HOLD_HARMLESS
MATCHED LANGUAGEindemnify, defend, and hold harmless
CATEGORYIndemnification
CATEGORY IDENTIFIERINDEMNIFICATION
DETECTOR OR RULECS_TERM_DEFEND_INDEMNIFY_HOLD_HARMLESS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThey will fight the claim, cover the losses, and keep it off your back.
WHAT IT MEANSThe standard indemnity triad combining defending a claim, paying covered losses, and protecting from responsibility.
WHAT IT MEANS FOR YOUThe three verbs do different jobs, and dropping one changes the protection. Defend covers the cost of the fight, indemnify covers the payout, and hold harmless shields you from liability. Check that all three are actually promised.
LOOK NEARBY FORsole control of the defense, indemnification, at its own expense, prompt written notice
Source Occurrences
Occurrence 1
“…8 are excluded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees ari…”
MATCHED TEXTindemnify, defend, and hold harmless
CHARACTER SPAN6042 through 6078
LOCATION VERIFICATIONVERIFIED
Finding 18.5
FINDINGdefend
CANONICAL IDENTIFIERCS_TERM_DEFEND
MATCHED LANGUAGEdefend
CATEGORYIndemnification
CATEGORY IDENTIFIERINDEMNIFICATION
DETECTOR OR RULECS_TERM_DEFEND
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGOne side has to run and pay for the legal fight, not just cover the bill later.
WHAT IT MEANSA duty to manage and fund the legal defense of a covered claim, distinct from merely reimbursing losses.
WHAT IT MEANS FOR YOUA duty to defend is more valuable than a bare promise to indemnify, because it puts the burden of the lawsuit on the other side from the start. Check who controls the defense and who picks counsel, since that decides who really steers the case.
LOOK NEARBY FORindemnify, defend, indemnify, and hold harmless, reasonable cooperation, sole control of the defense
Source Occurrences
Occurrence 1
“…uded from any limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and…”
MATCHED TEXTdefend
CHARACTER SPAN6053 through 6059
LOCATION VERIFICATIONVERIFIED
Finding 18.6
FINDINGhold harmless
CANONICAL IDENTIFIERCS_TERM_HOLD_HARMLESS
MATCHED LANGUAGEhold harmless
CATEGORYIndemnification
CATEGORY IDENTIFIERINDEMNIFICATION
DETECTOR OR RULECS_TERM_HOLD_HARMLESS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou agree not to blame them: even when it turns out to be their fault.
WHAT IT MEANSLanguage by which one party agrees not to hold another responsible for specified losses, usually traveling alongside an indemnity.
WHAT IT MEANS FOR YOUHold-harmless language quietly moves risk off one party and onto the other. If it runs against you, a loss you did not cause can become a loss you cannot pursue. Read which direction it flows before you accept it.
LOOK NEARBY FORindemnify, limitation of liability, which losses are covered, is it mutual
Source Occurrences
Occurrence 1
“…y limitation of liability. 8. Indemnification 8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees ari…”
MATCHED TEXThold harmless
CHARACTER SPAN6065 through 6078
LOCATION VERIFICATIONVERIFIED
Finding 18.7
FINDINGno indemnity
CANONICAL IDENTIFIERCS_TERM_NO_INDEMNITY
MATCHED LANGUAGEprovides no indemnity
CATEGORYIndemnification
CATEGORY IDENTIFIERINDEMNIFICATION
DETECTOR OR RULECS_TERM_NO_INDEMNITY
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGThey will not cover you for claims.
WHAT IT MEANSA statement that one party gives the other no indemnity cover.
WHAT IT MEANS FOR YOUAbsence of an indemnity leaves third party claims with you, including infringement claims about the vendor's own product. Check what claims are left uncovered and whether insurance fills the gap.
LOOK NEARBY FORone-way, Indemnitee, does not infringe, third party claims, limitation of liability
Source Occurrences
Occurrence 1
“…any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual…”
MATCHED TEXTprovides no indemnity
CHARACTER SPAN6316 through 6337
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…m by any third party whose personal data appears in Customer Data. 8.2 Provider provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual…”
MATCHED TEXTno indemnity
CHARACTER SPAN6325 through 6337
LOCATION VERIFICATIONVERIFIED
3.19 Disputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
CATEGORY DESCRIPTIONTerms about resolving disputes and available remedies.
UNIQUE FINDINGS10
TOTAL OCCURRENCES13
CATEGORY STATUSACTIVE
Finding 19.1
FINDINGattorneys' fees and costs
CANONICAL IDENTIFIERCS_TERM_ATTORNEYS_FEES_AND_COSTS
MATCHED LANGUAGEattorneys' fees
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_ATTORNEYS_FEES_AND_COSTS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe lawyer bill, and who ends up holding it when the dust settles.
WHAT IT MEANSThe legal fees and related costs a party may recover, typically awarded to a prevailing party under a fee clause.
WHAT IT MEANS FOR YOULegal fees can dwarf the amount actually in dispute. A one-sided fees clause can make it dangerous for you to fight even a claim you would win. Check whether this runs both ways or only theirs.
LOOK NEARBY FORprevailing party, is fee recovery mutual, cap on fees, costs included
Source Occurrences
Occurrence 1
“…, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third part…”
MATCHED TEXTattorneys' fees
CHARACTER SPAN6149 through 6164
LOCATION VERIFICATIONVERIFIED
Finding 19.2
FINDINGany claim
CANONICAL IDENTIFIERCS_TERM_ANY_CLAIM
MATCHED LANGUAGEany claim
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_ANY_CLAIM
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGAny claim at all of that type.
WHAT IT MEANSA scope phrase reaching every claim of the described kind.
WHAT IT MEANS FOR YOUBroad claim language can widen an indemnity or shut down a whole category of recovery, depending on which sentence it sits in. Check whether it is granting protection or removing it.
LOOK NEARBY FORclaim, underlying claim, full amount of any claim, waived, without merit
Source Occurrences
Occurrence 1
“…costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appears in Customer Data. 8.2 Provider provides n…”
MATCHED TEXTany claim
CHARACTER SPAN6227 through 6236
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…y. Customer waives any right to participate in a class or representative proceeding. 9.3 Any claim must be brought within six (6) months of the event giving rise to it or is permanently ba…”
MATCHED TEXTAny claim
CHARACTER SPAN6819 through 6828
LOCATION VERIFICATIONVERIFIED
Finding 19.3
FINDINGvenue
CANONICAL IDENTIFIERCS_TERM_VENUE
MATCHED LANGUAGEvenue
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_VENUE
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe place where any lawsuit actually happens.
WHAT IT MEANSThe geographic location where a legal proceeding is heard, distinct from which law governs or which courts have power.
WHAT IT MEANS FOR YOUVenue decides where you would have to show up to sue or be sued, which can mean real travel and cost. It is not the same as jurisdiction or governing law, so read all three together rather than assuming one settles the others.
LOOK NEARBY FORjurisdiction, exclusive jurisdiction, governing law, conflict of laws principles
Source Occurrences
Occurrence 1
“…laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party w…”
MATCHED TEXTvenue
CHARACTER SPAN6603 through 6608
LOCATION VERIFICATIONVERIFIED
Finding 19.4
FINDINGfederal courts
CANONICAL IDENTIFIERCS_TERM_FEDERAL_COURTS
MATCHED LANGUAGEfederal courts
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_FEDERAL_COURTS
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe national courts.
WHAT IT MEANSThe national court system named as the forum for disputes.
WHAT IT MEANS FOR YOUForum clauses decide where you have to sue and how expensive that is. Check the location and whether it matches the governing law.
LOOK NEARBY FORvenue, governing law, under the laws, exclusive venue, jurisdiction
Source Occurrences
Occurrence 1
“…rnia without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Cus…”
MATCHED TEXTfederal courts
CHARACTER SPAN6631 through 6645
LOCATION VERIFICATIONVERIFIED
Finding 19.5
FINDINGwaived
CANONICAL IDENTIFIERCS_TERM_WAIVED
MATCHED LANGUAGEwaives
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_WAIVED
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGGiven up on purpose.
WHAT IT MEANSGiven up voluntarily, as with a right, a condition, or a claim.
WHAT IT MEANS FOR YOUA waiver removes a protection permanently unless the clause says it applies only once. Check what is being given up and whether a no waiver clause limits the effect.
LOOK NEARBY FORcannot be waived, no waiver, conditions to closing, exercise, not so disputed
Source Occurrences
Occurrence 1
“…e lies in the state and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or repres…”
MATCHED TEXTwaives
CHARACTER SPAN6697 through 6703
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…nta Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or representative proceeding. 9.3 Any claim must be…”
MATCHED TEXTwaives
CHARACTER SPAN6741 through 6747
LOCATION VERIFICATIONVERIFIED
Finding 19.6
FINDINGtrial by jury
CANONICAL IDENTIFIERCS_TERM_TRIAL_BY_JURY
MATCHED LANGUAGEtrial by jury
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_TRIAL_BY_JURY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThe right to have a jury decide, which contracts often ask you to give up.
WHAT IT MEANSThe jury right that dispute clauses commonly address, often through a waiver.
WHAT IT MEANS FOR YOUMany agreements waive trial by jury so disputes go to a judge instead. Losing a jury can change how a case is decided, so notice whether the contract waives it and whether the waiver is mutual.
LOOK NEARBY FORjury trial waiver, dispute resolution, arbitration, venue
Source Occurrences
Occurrence 1
“…and federal courts of Santa Clara County, California. 9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or representative proceeding. 9.3 A…”
MATCHED TEXTtrial by jury
CHARACTER SPAN6717 through 6730
LOCATION VERIFICATIONVERIFIED
Finding 19.7
FINDINGclass action waiver
CANONICAL IDENTIFIERCS_TERM_CLASS_ACTION_WAIVER
MATCHED LANGUAGEclass or representative proceeding
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_CLASS_ACTION_WAIVER
OCCURRENCE COUNT2
PLAIN-ENGLISH MEANINGIf something goes wrong for thousands of people, each of you is on your own.
WHAT IT MEANSLanguage giving up the right to join or bring a class or collective action, forcing disputes to be pursued individually.
WHAT IT MEANS FOR YOUA class action waiver can make a small individual harm not worth pursuing alone, even when it happened to everyone. That is often exactly why it is there. Notice it, because it quietly changes the math of ever fighting back.
LOOK NEARBY FORbinding arbitration, collective action, jury trial waiver, small-claims carve-out
Source Occurrences
Occurrence 1
“…ch Party waives any right to trial by jury. Customer waives any right to participate in a class or representative proceeding. 9.3 Any claim must be brought within six (6) months of the event giving rise to it or i…”
MATCHED TEXTclass or representative proceeding
CHARACTER SPAN6778 through 6812
LOCATION VERIFICATIONVERIFIED
Occurrence 2
“…waives any right to trial by jury. Customer waives any right to participate in a class or representative proceeding. 9.3 Any claim must be brought within six (6) months of the event giving rise to it or i…”
MATCHED TEXTrepresentative proceeding
CHARACTER SPAN6787 through 6812
LOCATION VERIFICATIONVERIFIED
Finding 19.8
FINDINGmust be brought within
CANONICAL IDENTIFIERCS_TERM_MUST_BE_BROUGHT_WITHIN
MATCHED LANGUAGEmust be brought within
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_MUST_BE_BROUGHT_WITHIN
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGYou have to sue within that window.
WHAT IT MEANSA requirement that a claim be started inside a stated period.
WHAT IT MEANS FOR YOUMissing this window usually ends the claim regardless of its merits. Check when the clock starts and whether notice pauses it.
LOOK NEARBY FORcontractual limitations period, permanently barred, survives until, claim notice, asserted
Source Occurrences
Occurrence 1
“…r waives any right to participate in a class or representative proceeding. 9.3 Any claim must be brought within six (6) months of the event giving rise to it or is permanently barred. This limitation a…”
MATCHED TEXTmust be brought within
CHARACTER SPAN6829 through 6851
LOCATION VERIFICATIONVERIFIED
Finding 19.9
FINDINGpermanently barred
CANONICAL IDENTIFIERCS_TERM_PERMANENTLY_BARRED
MATCHED LANGUAGEpermanently barred
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_PERMANENTLY_BARRED
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGAfter that, the claim is dead.
WHAT IT MEANSA claim that can no longer be brought at all once a deadline passes.
WHAT IT MEANS FOR YOUThis is the consequence that gives a shortened deadline its force. Check what triggers the bar and whether any claim type is excluded from it.
LOOK NEARBY FORmust be brought within, contractual limitations period, applies to Customer only, waived, shall expire
Source Occurrences
Occurrence 1
“…9.3 Any claim must be brought within six (6) months of the event giving rise to it or is permanently barred. This limitation applies to Customer only. 10. General 10.1 Provider may assign this Ag…”
MATCHED TEXTpermanently barred
CHARACTER SPAN6904 through 6922
LOCATION VERIFICATIONVERIFIED
Finding 19.10
FINDINGapplies to Customer only
CANONICAL IDENTIFIERCS_TERM_APPLIES_TO_CUSTOMER_ONLY
MATCHED LANGUAGEapplies to Customer only
CATEGORYDisputes and remedies
CATEGORY IDENTIFIERDISPUTES_AND_REMEDIES
DETECTOR OR RULECS_TERM_APPLIES_TO_CUSTOMER_ONLY
OCCURRENCE COUNT1
PLAIN-ENGLISH MEANINGThis rule only binds you, not them.
WHAT IT MEANSA restriction stated to bind one party and not the other.
WHAT IT MEANS FOR YOUAn expressly one sided limit means the same constraint does not apply to the other side, which is worth seeing plainly. Check what the corresponding position is for them.
LOOK NEARBY FORone-way, mutual, each Party, permanently barred, must be brought within
Source Occurrences
Occurrence 1
“…n six (6) months of the event giving rise to it or is permanently barred. This limitation applies to Customer only. 10. General 10.1 Provider may assign this Agreement without Customer consent. Customer…”
MATCHED TEXTapplies to Customer only
CHARACTER SPAN6940 through 6964
LOCATION VERIFICATIONVERIFIED
4. Analysis Record and Integrity Checks
This section documents how the readable report lines up with the underlying Klaritee result. These checks do not add new findings; they examine how complete and internally consistent the analysis already is.
Evidence Anchoring
OCCURRENCES REQUIRING SOURCE EVIDENCE272
OCCURRENCES WITH CHARACTER SPANS272
OCCURRENCES WITH VERIFIED POSITION MAPPING272
EVIDENCE ANCHORING STATUSCOMPLETE
Canonicalization
RAW MATCHES272
CANONICAL FINDINGS171
GROUPED OCCURRENCES272
CANONICALIZATION STATUSCOMPLETE
5. Raw System Output
The complete system response in raw form, for developers and technical reviewers.
{
"sourceText": "SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT\n\nThis Software as a Service Subscription Agreement (the \"Agreement\") is entered into as of February 2, 2026 between Meridian Cloud Services, Inc., a California corporation (\"Provider\"), and Calder Freight Partners LLC, an Illinois limited liability company (\"Customer\").\n\nProvider operates a hosted logistics analytics platform (the \"Service\"). Customer wishes to subscribe to the Service on the terms below.\n\n1. Definitions\n\n1.1 \"Customer Data\" means all data, records, files, and content submitted to or generated within the Service by Customer or its users, including shipment records, rate data, and personal data of Customer personnel and Customer's customers.\n\n1.2 \"Security Incident\" means any unauthorized access to, acquisition of, or disclosure of Customer Data.\n\n1.3 \"Subscription Term\" means the initial term and any renewal term as described in Section 4.\n\n2. Grant of Access\n\n2.1 Subject to payment of the Subscription Fees, Provider grants Customer a non-exclusive, non-transferable, revocable right to access the Service during the Subscription Term for Customer's internal business purposes.\n\n2.2 Customer shall not exceed the user counts or data volumes set out in the Order Form. Provider may meter usage and bill overages at its then-current rates.\n\n3. Service Levels and Availability\n\n3.1 THE SERVICE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.\n\n3.2 Provider does not guarantee any specific level of uptime, availability, response time, throughput, or performance. No service level agreement, service credit, or availability commitment applies to the Service.\n\n3.3 Provider may modify, degrade, deprecate, or discontinue any feature or function of the Service at any time without notice and without liability.\n\n4. Term, Renewal, and Fees\n\n4.1 The initial Subscription Term is twelve (12) months beginning on the Effective Date.\n\n4.2 This Agreement shall renew automatically for successive twelve (12) month renewal terms unless Customer delivers written notice of non-renewal not less than ninety (90) days prior to the end of the then-current term. Notice of non-renewal is effective only if sent by certified mail, return receipt requested, to Provider's registered agent. Notice delivered by any other means, including email or through the Service, is void.\n\n4.3 Provider may increase the Subscription Fees by up to fifteen percent (15%) at each renewal term. Increases take effect automatically and do not require Customer consent or acknowledgment.\n\n4.4 Subscription Fees are invoiced annually in advance and are non-refundable in all circumstances, including termination for Provider's breach.\n\n5. Customer Data\n\n5.1 As between the Parties, Customer retains ownership of Customer Data.\n\n5.2 Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to host, copy, process, and transmit Customer Data as necessary to provide the Service.\n\n5.3 Customer further grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use Customer Data, including in identified, de-identified, or aggregated form, to train, develop, refine, and improve Provider's machine learning and artificial intelligence models, and to develop, market, and sell new products and services. This license survives termination of this Agreement and is not revocable by deletion of Customer Data.\n\n5.4 Provider may share Customer Data with subprocessors, affiliates, analytics vendors, and commercial partners as Provider deems appropriate. Provider does not maintain a public subprocessor list and Customer consent is not required for the addition, removal, or substitution of any subprocessor.\n\n5.5 The Parties' data processing obligations are governed by Provider's Data Processing Addendum, which is incorporated by reference, is available upon written request, and which Provider may update from time to time in its sole discretion. Updates are binding on Customer upon publication.\n\n5.6 Upon expiration or termination of this Agreement for any reason, Provider shall have no obligation to return, export, migrate, or make available Customer Data in any format. Provider may permanently delete all Customer Data thirty (30) days after the effective date of termination. Any export requested prior to termination is provided at Provider's discretion and at Provider's then-current professional services rates.\n\n5.7 In the event of a Security Incident, Provider's sole obligation shall be to notify Customer within a commercially reasonable timeframe. Provider shall have no obligation to provide forensic detail, remediation, credit monitoring, notification to affected individuals, or regulatory notification, and shall bear no cost associated with any of the foregoing.\n\n6. Suspension\n\n6.1 Provider may suspend Customer's access to the Service immediately, without notice and without liability, for any reason, including nonpayment of any invoiced amount whether disputed or undisputed, suspected violation of this Agreement, or Provider's operational convenience.\n\n6.2 Fees continue to accrue during any period of suspension. Customer has no right to service credits, refunds, or extension of the Subscription Term as a result of suspension.\n\n7. Limitation of Liability\n\n7.1 Provider's total aggregate liability arising out of or relating to this Agreement shall not exceed the Subscription Fees paid by Customer in the three (3) months immediately preceding the event giving rise to the claim.\n\n7.2 Provider shall have no liability whatsoever for loss, corruption, or destruction of Customer Data, for any Security Incident, or for any indirect, incidental, consequential, special, exemplary, or punitive damages.\n\n7.3 Customer's payment obligations and Customer's indemnification obligations under Section 8 are excluded from any limitation of liability.\n\n8. Indemnification\n\n8.1 Customer shall indemnify, defend, and hold harmless Provider against all claims, losses, damages, liabilities, costs, and attorneys' fees arising from Customer Data, Customer's use of the Service, or any claim by any third party whose personal data appears in Customer Data.\n\n8.2 Provider provides no indemnity to Customer, including for claims that the Service infringes any third-party intellectual property right.\n\n9. Governing Law and Disputes\n\n9.1 This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. Exclusive venue lies in the state and federal courts of Santa Clara County, California.\n\n9.2 Each Party waives any right to trial by jury. Customer waives any right to participate in a class or representative proceeding.\n\n9.3 Any claim must be brought within six (6) months of the event giving rise to it or is permanently barred. This limitation applies to Customer only.\n\n10. General\n\n10.1 Provider may assign this Agreement without Customer consent. Customer may not assign this Agreement without Provider's prior written consent.\n\n10.2 This Agreement, together with the Order Form and the Data Processing Addendum, constitutes the entire agreement between the Parties.\n\nIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.\n\nMeridian Cloud Services, Inc.\n\nBy: Anne-Sophie Lund\n\nTitle: General Counsel\n\nSignature: ______________________________\n\nCalder Freight Partners LLC\n\nBy: Ray Ostrowski\n\nTitle: Chief Financial Officer\n\nSignature: ______________________________",
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