Terms of Service

1. Accounts and authority

You must provide accurate account information and keep your credentials secure. If you accept these Terms for an institution, you confirm that you are authorized to do so. The Customer is responsible for the users and guests it invites and for their activity in its workspace. Tell us promptly at the contact form on our home page if you believe an account has been compromised.

2. The Service

CampusClause lets institutions store vendor contracts, run AI-assisted reviews against federal, state, and institution-specific requirements, track negotiations and renewals, collaborate with colleagues and invited guests, and export review memos. We may improve and change features over time, but we will not materially reduce the core functionality of a paid subscription during its current term.

3. AI output is not legal advice

CampusClause is a decision-support tool. It does not provide legal advice, and using it does not create an attorney-client relationship. AI-generated findings, summaries, redlines, and rule interpretations may be incomplete, out of date, or wrong, and laws change. The Customer is responsible for its contracting decisions and should have qualified counsel review significant agreements and any finding it relies on. Findings marked “AI-identified” were not drawn from our curated rule library and need particular care.

4. Customer Data

• Ownership. The Customer owns its Customer Data (the contracts, reviews, comments, and other content it puts into the Service). We claim no ownership of it.
• Limited license to us. The Customer grants us a limited right to host, copy, process, and display Customer Data only as needed to provide, secure, and support the Service for the Customer.
• No secondary use. We will not sell Customer Data, use it for advertising, or use it to train AI models.
• FERPA. To the extent Customer Data includes education records, the Customer designates us as a school official with a legitimate educational interest. We act under the Customer's direct control and will not redisclose education records except as the Customer directs or the law requires.
• Return and deletion. The Customer may export its data at any time during the subscription and for 30 days after it ends. We then delete Customer Data as described in our Privacy Policy.
• Customer responsibilities. The Customer confirms it has the right to upload the documents it uploads and is responsible for sharing findings with vendors or others only as it intends.

A data protection addendum is available on request.

5. Acceptable use

You agree not to:

• access another institution's data or try to get around access controls or usage limits;
• upload malware or content you have no right to share;
• probe, scan, or load-test the Service without our written permission;
• reverse engineer the Service or copy our rule library to build a competing product;
• resell or share access outside the Customer's subscription, except under a written reseller or shared-services agreement with us; or
• use the Service in violation of law.

We may suspend access that threatens the security or availability of the Service. We will tell the Customer why and restore access as soon as the issue is resolved.

6. Guests

Customers can invite outside counsel and vendor representatives to individual contracts. Guests may use the Service only for the contract they were invited to, and must keep what they see confidential under any agreement they have with the Customer. The Customer can revoke guest access at any time.

7. Fees and renewal

Fees, subscription term, and usage limits are set out in the Customer's order form or quote. Unless the order form says otherwise, invoices are due within 30 days.

Subscriptions do not renew automatically unless the order form says so. If an order form includes renewal, we will send a reminder at least 60 days before the renewal date, and any price increase for a renewal term will be stated in writing before that notice period begins.

8. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from someone else. A party may disclose information when required by law, including public records laws that apply to public institutions, after giving the other party reasonable notice where permitted.

9. Our intellectual property

We own the Service, including its software, design, and curated rule library. We grant the Customer a non-exclusive, non-transferable right to use the Service during its subscription for its own internal purposes. Review memos and redlines the Customer generates are the Customer's to use freely. If you send us feedback, we may use it without obligation to you.

10. Third-party services

The Service relies on the providers listed in our Privacy Policy. If you choose to sign in with Google or Microsoft, that provider's terms also apply to your use of its sign-in.

11. Term and termination

These Terms apply while the Customer has an account. Either party may end the subscription for a material breach that is not cured within 30 days of written notice. If we end the subscription for convenience or discontinue the Service, we will refund prepaid fees for the unused period. After termination, the data export and deletion terms in Section 4 apply. Sections that by their nature should survive termination will survive.

12. Warranties and disclaimers

We warrant that the Service will perform materially as described in our documentation and that we will maintain the security measures described in our Privacy Policy. If it does not, we will use reasonable efforts to fix the problem, and if we cannot, the Customer may terminate and receive a refund of prepaid fees for the unused period.

EXCEPT AS STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WE DO NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE.

13. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, AND EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to our breach of our data protection, confidentiality, or security obligations, which is capped at three times that amount, or to a party's gross negligence, willful misconduct, or indemnity obligations.

14. Indemnification

We will defend the Customer against third-party claims that the Service infringes intellectual property rights, or that arise from our breach of our data protection obligations, and pay resulting damages and costs finally awarded or agreed in settlement. To the extent permitted by the laws that govern it, the Customer will defend us against third-party claims arising from Customer Data it uploads without the right to do so. The indemnified party must give prompt notice and reasonable cooperation.

15. Public institutions

If the Customer is a public institution or state agency, any provision of these Terms that the laws of its state do not allow it to accept, such as certain indemnities, limitations on liability, confidentiality terms that conflict with public records laws, or choice of another state's law, applies to the Customer only to the extent those laws permit. Nothing in these Terms waives any sovereign or governmental immunity.

16. Governing law

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. If the Customer is a public institution, the laws of the Customer's state govern instead, and disputes will be resolved in the forum that law requires.

17. Changes to these Terms

We may update these Terms by posting a new version here and notifying account administrators at least 30 days before the change takes effect. A change will not apply to a Customer's current paid term unless the Customer agrees to it in writing, except where the change is required by law.

18. General

Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all related assets that assumes these obligations. Neither party is liable for delays caused by events beyond its reasonable control. If any provision is unenforceable, the rest remains in effect. These Terms, together with any signed order form or agreement, are the entire agreement about their subject.

19. Contact

Questions about these Terms: the contact form on our home page.