ClausePilot Terms and Conditions

1. PARTIES AND PROVIDER INFORMATION

This Agreement is entered into by and between:

Provider: ClausePilot Korlátolt Felelősségű Társaság (registration number: Cg.01-09-454891; registered seat: 1163 Budapest, Karát utca 33., Hungary)

And each person or entity (collectively, "Users" and individually, a "User") who subscribes to, accesses, or uses the Provider's Services subject to these Terms and Conditions.

These Terms and Conditions, together with the Privacy Policy, can be accessed, downloaded, and archived at any time from the ClausePilot website (clausepilot.com). Upon request, ClausePilot will send a copy of these documents to Users via email.

2. SCOPE OF SERVICES

2.1 Types of Services

The Services provided by the Provider shall include, but are not limited to, the following:

• 2.1.1 Document Drafting and Review: Provider shall make available AI-powered tools and resources for drafting, reviewing, and revising various types of documents.
• 2.1.2 Document Analysis: Provider shall offer functionalities for the analysis of uploaded or user-generated documents, including identification of key terms, clauses, inconsistencies, and recommendations for amendments or improvements.
• 2.1.3 Research: Provider shall supply an interface for Users to receive guidance, practical suggestions, and technical support based on the contents of their documents and subject to the ethical and regulatory limits of the Provider's role as a technology vendor, not as legal counsel.
• 2.1.4 Delivery Platforms: Provider shall deliver the Services via:
  • (a) A browser-based web application platform accessible via secure login;
  • (b) Interactive chat interface(s) through which Users may engage with Provider's AI-driven capabilities and authorized support personnel;
  • (c) The integrated text editor functionality;
  • (d) Any other tools, features, or enhancements as the Provider may make available to Users from time to time.

ClausePilot does not provide legal services. The legal services that can be ordered via the app.clausepilot.com interface are provided by the designated law firm, legal professional, subject to separate engagement agreement between the user and the respective law firm, legal professional.

2.2 Access Models, Fees and Subscription

The Provider offers different access models and subscription tiers for the Services. The specific features, limitations, and pricing for each tier are detailed on the Provider's website and may be updated from time to time. Users must select and maintain a valid subscription to access the Services.

2.3 Technical Functionality and Interoperability

• 2.3.1 System Requirements: The Services are designed to function with standard modern web browsers including Chrome, Firefox, Safari, and Edge (latest and previous major versions). Proper functionality requires a stable internet connection with minimum bandwidth of 5 Mbps.
• 2.3.2 Compatible File Formats: The platform supports the following file formats for document upload and processing: digital PDF, DOCX, DOC.
• 2.3.3 Third-Party Integration: The Services may be used in conjunction with certain third-party applications as described in the documentation. ClausePilot is not responsible for the functionality or availability of such third-party applications.
• 2.3.4 Updates and Maintenance: Provider will regularly update the Services to maintain security, improve functionality, and ensure compatibility with modern systems. These updates will be implemented with minimal service disruption, typically during off-peak hours.

3. USER ELIGIBILITY AND RESPONSIBILITIES

3.1 Professional Status and Use

Eligibility to become a User is strictly limited to individuals and entities acting for the purpose of their own business who subscribe to and utilize the Provider's platform and Services exclusively for the conduct of professional activities.

The Services are not available and may not be used by any individual acting as a "Consumer" as that term is defined under any applicable consumer protection law, including but not limited to Directive 2011/83/EU or equivalent national law. Due to this strict professional nature of the Services, the User acknowledges that no statutory right of withdrawal as typically provided to consumers applies.

3.1.1

Each User expressly represents, warrants, and undertakes that such User is acting within the course of its own business, and not for any personal, household, or non-professional purpose.

3.2 User Inputs and Content Responsibility

3.2.1

Each User accepts exclusive responsibility for any and all documents, contract text, data, information, communications, materials, instructions, and other content ("Inputs") that the User uploads to, submits into, creates via, or otherwise uses within the platform, whether generated by the User, derived from third parties, or created using the Services.

3.2.2

Each User represents and warrants that all such Inputs (i) are submitted and used with all required rights, consents, and authorizations required under confidentiality, privacy, data protection, intellectual property, and other applicable laws and regulations;

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Provider Ownership

4.1.1

Provider exclusively owns and shall retain all right, title, and interest in and to:

• The platform, underlying source code, object code, scripts, algorithms, user interfaces, databases, architecture, design, templates, layouts, and all proprietary software deployed or made available by Provider as part of the Services;
• All ClausePilot trademarks, logos, service marks, and trade dress;
• All documentation, content, workflows, guides, and know-how included within or ancillary to the Services, excluding any User Inputs or Outputs as defined below; and
• All copyrights, trade secrets, patent rights, database rights, and any other intellectual property rights, whether registered or unregistered, arising out of or relating to any of the foregoing.

4.2 User Ownership of Inputs and Outputs

4.2.1

As between the Parties, each User retains exclusive right, title, and all intellectual property and proprietary interests in and to all documents, data, information, communications, instructions, and other content or materials uploaded, submitted, transmitted, provided, or otherwise made available by the User through the platform or Services ("Inputs").

4.2.2

Each User retains all rights, including any intellectual property rights, in and to any document, draft, revision, commentary, analysis, suggestion, or other deliverable digital content generated for or at the direction of the User using the Services ("Outputs").

4.2.3

By using the Services, User grants Provider a non-exclusive, royalty-free license to use Inputs solely for the purpose of: a. operating, maintaining and updating the Services for the User; b. Complying with applicable legal or regulatory requirements; c. Exercising or enforcing Provider's rights under this Agreement.

4.2.4

For clarity, this license does not permit Provider to: a. Use Inputs to train artificial intelligence or machine learning models; b. Disclose Inputs to third parties except as necessary to provide the Services or as required by law; c. Use Inputs for any commercial purpose beyond providing the Services to the User.

4.3 License to Use Services

4.3.1

Subject to full and ongoing compliance with this Agreement by the User, Provider grants to each User a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Services, including the platform and its features, strictly during the term of a valid subscription or authorized free trial period, solely for the User's lawful and professional purposes.

5. LIABILITY, DISCLAIMERS AND LIMITATION OF LIABILITY

5.1 No Warranties; "As Is" Services

5.1.1

Provider supplies the Services and all Outputs on an "as is" and "as available" basis without warranty of any kind, whether express, implied or statutory. Without limiting the generality of the foregoing, Provider expressly disclaims all representations, warranties, and conditions of any kind, including, but not limited to, warranties regarding the accuracy, completeness, fitness for a particular purpose, merchantability, reliability, correctness, timeliness, or non-infringement of the Services, Outputs, or any information or material provided by Provider.

5.1.2

Provider does not guarantee that Outputs generated by the Services are error-free, up-to-date, or compliant with applicable laws or regulations in any jurisdiction, nor that the Services will operate without interruption, be secure, or be free from viruses or other harmful components.

5.2 No Legal Advice; User Responsibilities

5.2.1

The Provider does not render legal advice, legal opinions, recommendations, or counsel of any kind through the Services or in any Output. The Services constitute a technological tool to assist professionals in their work and not a substitute for seeking legal advice or exercising professional legal judgment.

5.2.2

Each User, especially the ones who is a qualified legal professional, is solely responsible for: a. Ensuring that all Outputs and use of the Services complies with applicable law, professional and ethical duties, client confidentiality obligations, and all procedural or substantive requirements; b. Independently reviewing, modifying, and approving all content before its use or dissemination; c. Exercising professional judgment regarding the accuracy, applicability, and appropriateness of any Output in relation to their specific matter; d. Determining whether any Output requires modification to reflect current legal, regulatory or business requirements, or specific factual circumstances.

5.2.3

User acknowledges that: a. The Services rely on artificial intelligence technologies that have inherent limitations; b. Output may not always be accurate, up-to-date, or applicable to specific situations; c. Language and requirements vary by jurisdiction and practice area; d. The Services cannot account for all factual nuances or specific client requirements without explicit User input.

5.2.4

User agrees not to represent to any client, counterparty, court, authority, or third party that any Output provided by the Services constitutes legal advice from Provider.

5.3 Exclusion of Liability for Free Trial Users

5.3.1

FOR USERS ACCESSING THE SERVICES UNDER A FREE TRIAL, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER SHALL HAVE NO LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.3.2

FREE TRIAL USERS ACKNOWLEDGE AND AGREE THAT THEY USE THE SERVICES AT THEIR OWN RISK, AND THAT PROVIDER PROVIDES NO ASSURANCE OF RELIABILITY, ACCURACY, OR PERFORMANCE FOR FREE TRIAL USERS.

5.4 Limited Liability for Paid Subscription Users

5.4.1

FOR USERS WITH A PAID SUBSCRIPTION, PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE USER TO PROVIDER FOR SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY.

5.4.2

UNDER NO CIRCUMSTANCES SHALL PROVIDER BE LIABLE TO ANY PAID SUBSCRIPTION USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.4.3

THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.

5.5 Non-Excludable Liability

5.5.1

Nothing in this Section 5 shall exclude or limit liability for death or personal injury caused by gross negligence or willful misconduct of the Provider, or for any other liability that cannot be lawfully excluded or limited under applicable law.

6. INDEMNIFICATION

6.1 User Indemnity

6.1.1

Each User shall indemnify, defend, and hold harmless Provider, its Affiliates, their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, fines, penalties, and expenses arising out of or relating to:

• The User's Inputs or Outputs infringing, violating, or misappropriating any third-party intellectual property, privacy, or proprietary right, or violating applicable law or regulation;
• A breach by the User of any representation, warranty, or covenant set forth in this Agreement;
• The User's misuse or unauthorized use of the Services;
• The User's violation of any law, regulation, or the rights of a third party (including but not limited to data privacy, confidentiality, or professional ethical obligations) in relation to the use of the Services or Outputs.

6.2 Provider Indemnity Obligation

6.2.1

Provider shall indemnify, defend, and hold harmless the User from and against any and all direct third-party claims, losses, damages, liabilities, costs, and expenses to the extent arising out of any claim that the Services, as provided by Provider to User and used in strict accordance with this Agreement, directly infringe any valid copyright, trademark, patent, or registered intellectual property right of such third party.

6.2.2

The Provider's indemnity shall not apply for any claim arising out of User Inputs or Outputs, modification of the Services by Users, or combination of the Services with materials not provided by Provider.

7. FEES, PAYMENT, AND SUBSCRIPTION

7.1 Subscription Fees and Free Trial

7.1.1

Provider grants Users a complimentary access period ("Free Trial") to the Services, the specific duration, features, and scope of which shall be defined by Provider and made available in the registration flow or on the Provider's website.

7.1.2

Payment obligations for subscription fees become effective immediately upon the expiration of the Free Trial period.

7.2 Fee Changes

7.2.1

Provider reserves the right to alter, increase, or decrease any subscription fee or the fee structure for any Service plan at any time, provided that Provider shall give no less than thirty (30) calendar days' advance written notice to all affected Users prior to the effective date of any fee change.

7.2.2

In the event of a fee increase exceeding 20% of the current fee, Users shall have the right to terminate their subscription without penalty by providing written notice to Provider before the effective date of such increase. In such case, the User shall be entitled to a pro-rata refund of any prepaid fees for the unused portion of the subscription term.

7.2.3

If a User continues to use the Services after the effective date of a fee change, such continued use constitutes acceptance of the new fees.

7.3 Currency and Taxes

7.3.1

All amounts payable to Provider under this Agreement are denominated and shall be paid in Euro (EUR), unless the Parties expressly agree in writing to another billing currency.

7.3.2

All fees are exclusive of applicable taxes, which Users shall be responsible for paying.

7.4 Recurring Billing and Cancellation

7.4.1

Unless otherwise agreed in writing, all paid subscriptions shall renew automatically at the then-current published fee for the selected plan. Provider shall send a reminder notification to the User's registered email address at least 14 days before the renewal date, containing:

• The renewal date
• The selected subscription plan and applicable fees
• Instructions on how to cancel the subscription if desired

7.4.2

Users may cancel their paid subscription at any time by following the cancellation process available through the platform or by providing Provider with written notice of cancellation. Cancellation is effective at the end of the then-current paid subscription term, and Users shall not be entitled to a refund except as expressly provided in Section 7.5 below.

7.4.3

Users shall remain responsible for all applicable fees up to and including the cancellation effective date.

7.5 Refunds

7.5.1

Except as expressly required by law or as provided in this Agreement, all fees and prepayments are non-refundable.

7.5.2

In the event a User has pre-paid subscription fees for periods after the effective date of cancellation or termination of Services initiated solely by Provider (other than for cause or breach), Provider shall refund the pro rata, unused portion of the pre-paid fees applicable to the unused period.

7.5.3

No refund shall be provided for fees paid for any period where Services were used in material breach of this Agreement, were cancelled by User for convenience, or where User's access was suspended or terminated due to User's violation of the Agreement.

8. USAGE RESTRICTIONS

8.1 Unauthorized and Illegal Use Prohibited

8.1.1

Each User shall use the Services solely for the lawful and authorized purposes expressly permitted under this Agreement. Users must not access, use, or attempt to use the Services for any purpose that would violate any applicable law, regulation, or this Agreement.

8.1.2

Users shall not permit, enable, or assist any third party to access or use the Services.

8.2 Prohibition on Competitive Use and Benchmarking

8.2.1

Users shall not use, access, or evaluate the Services to develop, improve, operate, or provide any product, service, software, or technology that is competitive with the Services offered by Provider.

8.2.2

Users shall not publish or disclose the results of any benchmarking, performance, or comparative analysis of the Services without the Provider's express prior written approval.

8.3 No Infringement, Interference, or Disruptive Activities

8.3.1

Users shall not upload, submit, transmit, or process any material or content through the Services that:

• infringes or violates any intellectual property, privacy, or other right of any third party;
• is illegal, fraudulent, or unlawful;
• contains any virus, malware, or other malicious code;
• is designed to disrupt, damage, or negatively affect the Services or platform.

9. ACCOUNT ADMINISTRATION AND ACCESS

9.1 Credentials Protection

9.1.1

Each User shall establish, use, and maintain strong, complex, and unique account login credentials and keep them strictly confidential.

9.1.2

Users shall implement reasonable safeguards to prevent unauthorized access to their account credentials.

9.2 Responsibility for Activity

9.2.1

Each User is fully responsible for all activities, transactions, actions, instructions, or omissions that occur under the User's account, whether or not such activities are authorized by the User.

9.2.2

Provider shall be entitled to rely on any activity occurring through a User's account as having been conducted or authorized by the User.

10. TERM AND TERMINATION

10.1 Term and Effectiveness

10.1.1

This Agreement becomes effective when a User first accesses or uses the Services, including during any Free Trial period.

10.1.2

For Users with a paid subscription, this Agreement shall remain in effect for the initial subscription term specified in the applicable Order Form or selected during the registration process, and shall automatically renew for successive periods of equal length unless either Party provides notice of non-renewal.

10.2 User Termination Rights

10.2.1

Users may terminate this Agreement at any time by:

• Providing written notice of termination to Provider;
• Ceasing all use of the Services; and
• Paying all outstanding fees due through the effective date of termination.

10.2.2

If a User terminates this Agreement during a paid subscription term for reasons other than Provider's material breach, such termination shall be effective at the end of the then-current subscription term, and the User shall remain responsible for all fees through the end of such term.

10.3 Provider Termination and Suspension Rights

10.3.1

Provider may terminate this Agreement immediately upon written notice to a User if:

• The User materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof;
• The User fails to pay any fees when due and such failure continues for ten (10) days after Provider provides written notice of such failure;
• Provider determines, in its sole discretion, that the User's continued use of the Services poses a significant security risk;
• Required to do so by law or by order of a court or regulatory authority.

10.3.2

Provider may suspend a User's access to the Services immediately and without prior notice if Provider reasonably suspects serious violation of these Terms and Conditions. Provider shall provide notice of any suspension as soon as reasonably practicable and shall restore access promptly once the issue is resolved.

10.3.3

In case of minor breaches, Provider shall first notify the User and provide a reasonable opportunity to remedy the situation before taking any suspension or termination action.

10.3.4

Provider reserves the right to suspend or limit access to specific features or functionalities, rather than the entire Services, if a specific feature is being used in violation of these Terms or applicable law.

10.4 Effect of Termination

10.4.1

Upon termination or expiration of this Agreement for any reason:

• All rights and licenses granted to the User shall immediately terminate;
• The User shall immediately cease all use of the Services;
• The User shall pay to Provider all amounts due and payable;
• Provider may delete all User generated content in its systems and retain any other data in accordance with its Privacy Policy.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law

11.1.1

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Hungary, without giving effect to any choice or conflict of law provision or rule.

11.1.2

Nothing in this Agreement shall restrict any User's rights under any applicable mandatory laws in the User's country of residence or establishment that cannot be derogated from by agreement.

11.2 Jurisdiction and Dispute Resolution

11.2.1

Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement shall be instituted exclusively in the courts of Hungary. Each Party irrevocably submits to the exclusive jurisdiction of such courts, except where such exclusive jurisdiction would be contrary to mandatory laws applicable to the User.

11.2.2

Before commencing legal proceedings, the Parties shall attempt to resolve any dispute through good faith negotiations for a period of at least thirty (30) days following written notice of the dispute.

12. ELECTRONIC COMMUNICATIONS AND SIGNATURES

12.1 Electronic Communications

12.1.1

All communications relating to this Agreement or the Services may be provided electronically, and shall have the same legal force and effect as if physically delivered in writing.

12.2 Electronic Signatures and Records

12.2.1

The Parties consent to the use of electronic signatures for all documents related to the Services, including this Agreement, Order Forms, authorizations, and consents.

13. MISCELLANEOUS

13.1 Entire Agreement

13.1.1

This Agreement, together with the Privacy Policy and other documents expressly incorporated by reference, constitutes the complete agreement between Provider and each User with respect to the subject matter hereof.

13.2 Assignment

13.2.1

Provider may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of any User.

13.2.2

No User may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Provider.

13.3 No Partnership or Agency

13.3.1

Nothing in this Agreement establishes any partnership, joint venture, employment, franchise, agency, or fiduciary relationship between Provider and any User.

13.3.2

Provider does not and shall not be deemed to provide legal services or establish an attorney-client relationship with any User or any client of a User.

13.4 Force Majeure

13.4.1

Neither Party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control.

13.5 Severability

13.5.1

If any term of this Agreement is invalid or unenforceable, the remainder of this Agreement shall remain valid and in force.

13.6 Waiver

13.6.1

No waiver by Provider of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by Provider.

13.7 Intermediary Status for Third-Party AI Services

13.7.1

ClausePilot acts as an intermediary when providing access to third-party AI services as disclosed in Appendix 2 of the Data Processing Agreement. Provider shall:

• Clearly identify when third-party AI services are being utilized;
• Not alter the fundamental nature of third-party AI output;
• Take reasonable steps to ensure the security of data passing through these services;
• Be transparent about the chain of responsibility when such services are used.

13.7.2

While Provider selects these third-party services with care and implements measures to maintain confidentiality, Users acknowledge that Provider cannot fully control the internal operations of these third-party AI systems.

14. SERVICE CONFORMITY AND UPDATES

14.1 Service Conformity

14.1.1

Provider commits that the Services shall:

• Correspond with the description provided in these Terms and in any Service documentation;
• Be of satisfactory quality and fit for the purposes expressly stated by Provider;
• Be available with reasonable continuity, subject to maintenance and update periods;
• Incorporate reasonable security measures appropriate for the processing of legal documents.

14.2 Updates and Maintenance

14.2.1

Provider shall perform regular updates to maintain the Services' security, functionality, and compatibility. These updates may be performed automatically and without specific notice when they do not materially affect functionality.

14.2.2

For significant updates that may affect User experience or require User action:

• Provider shall give at least seven (7) days advance notice before implementation;
• Provider shall provide reasonable information about the nature and impact of the update;
• Updates shall be scheduled to minimize disruption to professional Users.

14.2.3

Provider shall maintain the Services in a state of conformity throughout the subscription period by:

• Addressing significant non-conformities within a reasonable timeframe;
• Providing technical support for reported issues;
• Implementing security patches and updates promptly when necessary.

14.3 Customer Support and Communication

14.3.1

Provider shall make available the following support channels:

• Email support: support@clausepilot.com
• In-platform support interface
• Knowledge base and documentation accessible from the platform

14.3.2

Support response times will be as follows:

• Critical issues (service unavailability): within 4 hours during business days
• High priority issues (major functionality affected): within 24 hours
• Standard issues: within 48 hours
• General inquiries: within 72 hours

Business hours are Monday-Friday, 9:00-17:00 CET, excluding public holidays.

15. PROVISIONS FOR LEGAL PROFESSIONALS

15.1 Professional Ethical Obligations

15.1.1

Provider acknowledges that certain Users are legal professionals and as such, are subject to specific professional ethical obligations, rules of professional conduct, and client confidentiality requirements that vary by jurisdiction. Nothing in this Agreement shall require a User to act in a manner inconsistent with their applicable professional ethical obligations.

15.1.2

If a User identifies a specific conflict between this Agreement and their professional ethical obligations, the User shall notify Provider, and the Parties shall cooperate in good faith to find a mutually acceptable solution that preserves the User's ability to comply with their professional obligations.

15.2 Confidentiality and Legal Professional Privilege

15.2.1

Provider acknowledges that documents processed through the Services may be subject to legal professional privilege, attorney-client privilege, professional secrecy obligations, or similar legal protections depending on the User's jurisdiction.

15.2.2

Provider's systems and processes are designed to preserve and not waive any applicable legal privilege. Provider shall not knowingly take any action that would reasonably be expected to waive or compromise privilege or client confidentiality.

15.2.3

Provider commits that its arrangements with third-party AI providers as described in the Privacy Policy include provisions designed to preserve confidentiality and privilege to the fullest extent technically possible.

15.3 Regulatory Audit Support

15.3.1

Provider shall reasonably cooperate with Users who are subject to regulatory audits or investigations by professional regulatory bodies, to the extent that such cooperation relates to the User's use of the Services and is consistent with Provider's own legal obligations.

15.3.2

Upon written request and with reasonable advance notice, Provider shall make available to a User's regulatory authority (subject to appropriate confidentiality protections) information reasonably necessary to demonstrate the security and confidentiality measures implemented for processing the User's data.

15.4 Regulatory Change Notice

15.4.1

Provider shall make reasonable efforts to monitor regulatory developments specifically affecting legal technology providers in major EU jurisdictions, and shall notify Users of significant changes that may materially affect their use of the Services in compliance with their professional obligations.

15.5 Service Continuity Provisions

15.5.1

In recognition of the importance of the Services to Users' professional practices, in the event Provider plans to discontinue the Services entirely:

• Provider shall give at least two (2) months' advance notice to Users with active paid subscriptions;
• Provider shall provide reasonable export functionality to allow Users to retrieve their data in industry-standard formats;
• Provider shall provide information about available alternative services where possible.

15.5.2

Provider shall maintain reasonable business continuity and disaster recovery plans appropriate for a provider of services to legal professionals.

16. EU AI ACT COMPLIANCE

16.1 Risk Classification and Assessment

16.1.1

Provider has conducted an assessment of the Services under the framework of the EU AI Act. The Services are designed as a specialized AI system for professionals that processes documents and assists in document drafting tasks and queries. While Provider utilizes general-purpose AI models from third parties, the complete Services represent a specialized application with specific functionality.

16.1.2

Based on careful analysis of the intended use, target users, and functionality:

• The Services are not classified as a "high-risk" AI system under Article 6 and Annex III of the EU AI Act, as they do not fall within the specified high-risk areas;
• The Services are not intended for use in safety-critical applications, essential public services, or automated decision-making about individuals;
• The Services function as a tool for professionals, with human oversight and professional judgment required for all outputs.

16.1.3

Provider has conducted and documented appropriate risk assessments for the Services and implemented risk mitigation measures proportionate to the identified risks in accordance with the requirements of the EU AI Act.

16.2 Transparency and Information Provisions

16.2.1

In compliance with EU regulations on AI, Provider discloses the following:

• The Services incorporate and utilize AI models developed and maintained by third-party providers listed in Appendix 2 of the Data Processing Agreement;
• Content generated by the Services is produced using artificial intelligence and require human review and verification;
• The Services are designed to assist professionals in drafting and analyzing legal and administrative documents, not to provide automated decision-making regarding individuals;
• Provider applies technical measures to prevent the Services from being used to generate content that would violate applicable law.

16.2.2

Provider commits to maintaining appropriate documentation regarding the AI systems used within the Services, their capabilities, limitations, and governance measures, as required by the EU AI Act.

16.2.3

Provider discloses that AI systems have inherent limitations, including:

• The possibility of generating output that may not be completely accurate, comprehensive, or up-to-date;
• Potential limitations in understanding complex legal nuances specific to certain jurisdictions;
• The risk of reproducing biases or inaccuracies present in training data or reasoning.

16.2.4

The Services are continuously improved and refined to enhance accuracy and reliability, but Users should always apply their professional judgment to evaluate and verify any Output before use in professional contexts.

16.3 Human Oversight and Quality Management

16.3.1

The Services are designed to keep human professionals in the loop at all times, requiring human oversight and final decision-making for any generated content.

16.3.2

Provider maintains a quality management system for the AI components of the Services that includes:

• Regular evaluation of the performance, accuracy, and reliability of the AI systems;
• Monitoring for potential biases, errors, or unintended outputs;
• Procedures for handling and addressing reports of malfunctions or unexpected outputs;
• Documentation of system architecture, data governance, and risk management measures.

16.4 Obligations Regarding Third-Party AI Systems

16.4.1

When using third-party AI systems as part of the Services, Provider shall:

• Select providers that demonstrate commitment to compliance with applicable EU regulations;
• Implement additional safeguards where necessary to ensure the combined service remains compliant;
• Monitor the compliance status of these providers and make reasonable adjustments as required by regulatory developments.

16.5 Reporting and Addressing Serious Incidents

16.5.1

In accordance with the EU AI Act, Provider shall maintain procedures for:

• Identifying and addressing serious incidents or malfunctions in the AI systems that could result in violations of applicable EU law;
• Reporting such incidents to relevant authorities where required by law;
• Implementing appropriate remediation measures in a timely manner;
• Informing affected Users about significant incidents that may impact their use of the Services or their compliance with professional obligations.

16.6 Continuous Monitoring and Updates

16.6.1

Provider commits to:

• Monitoring relevant developments in EU AI regulation and technical standards;
• Updating the Services as necessary to maintain compliance with evolving regulatory requirements;
• Providing Users with reasonable notice of compliance-related changes that may impact their use of the Services.

16.6.2

Provider shall maintain an AI governance framework appropriate to the nature, scope, and potential risks of the Services, including designated responsibilities for AI compliance and ethics review processes.

17. FEEDBACK AND IMPROVEMENT

17.1 Feedback License

17.1.1

If User provides Provider with any suggestions, enhancement requests, recommendations, corrections, or other feedback ("Feedback") regarding the Services, User hereby grants Provider a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable license to use, incorporate, and otherwise exploit such Feedback for any purpose, including to improve and enhance the Services.

17.1.2

User represents and warrants that it has all rights necessary to grant the licenses in this Section and that its Feedback does not infringe the intellectual property or other rights of any third party.

17.1.3

User acknowledges that any Feedback it provides is not confidential and Provider has no obligation to maintain the confidentiality of such Feedback unless it contains User's confidential information.

17.2 Service Improvements and Analytics

17.2.1

Provider may collect and analyze anonymized, aggregated data related to use of the Services, including usage patterns, feature utilization, and performance metrics ("Usage Data") for the purposes of:

• Operating, maintaining, and improving the Services;
• Developing new features and functionality;
• Understanding user behavior and preferences to enhance user experience;
• Measuring performance and effectiveness of the Services.

17.2.2

Such Usage Data will be collected and used only in a form that does not identify individual Users or their clients, and will not include any Personal Data or User-Generated Content.

17.2.3

For clarity, Provider will not use User Inputs or Outputs to train artificial intelligence or machine learning algorithms except as expressly consented to by User.

17.2.4

Provider's collection and use of Usage Data shall be conducted in compliance with all applicable privacy laws and professional confidentiality obligations.

18. FINAL PROVISIONS

ClausePilot encourages Users to review these Terms periodically for any changes. Continued use of the Services after such changes constitutes acceptance of the modified Terms.