Master Services Agreement

Last updated July 2026 · v.03

1. Introduction

This Master Services Agreement (“Agreement”) governs Customer’s access to and use of the Clasp platform and related services. This Agreement is entered into by and between Clasp Legal Technologies, Inc. (“Clasp”) and the entity identified in the applicable Order Form (“Customer”). The Agreement becomes effective on the date the Order Form is executed by both parties (the “Effective Date”).

The Order Form, this Agreement, and the Appendices listed below form the complete contract between the parties. If there is a conflict, the following order of precedence applies:

(1) the Order Form,

(2) this Agreement, and

(3) the Appendices.

This Agreement is designed to provide a clear, scalable legal framework for Customer’s use of the Clasp platform, including seat-based access, integrations, AI-assisted features, and data handling.

For purposes of this Agreement, the following terms have the meanings set out below. Additional defined terms may appear in context.

1.2 Definitions

“Affiliate” — Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“AI-Assisted Functionality” — AI-Assisted Functionality means internal, non-generative components that operate solely on metadata, embeddings, or derived representations of Customer Data to support search relevance, document organization, workflow efficiency, and draft time-entry suggestions. AI-Assisted Functionality does not access document text, perform automated decision-making, or transmit Customer Data to external large language models.

“Beta Features” — Features identified as beta, early access, preview, or similar designations, which may be incomplete or subject to change.

“Confidential Information” — Non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

“Customer Data” — Data, content, documents, or information submitted to or processed by the Service on behalf of Customer.

“Documentation” — User guides, technical documentation, and other materials provided by Clasp describing the Service.

“Order Form” — A document executed by the parties that specifies pricing, seat counts, subscription terms, and any Customer-specific terms.

“Security Baseline” — Clasp’s technical and organizational security measures, as described in Appendix B.

“Service” — Clasp’s cloud-based legal operations and document management platform, including AI Features, integrations, and related functionality, as described in Appendix A.

“Subprocessor” — A third party engaged by Clasp to process Customer Data in connection with the Service.

“Subscription Term” — The period during which Customer is authorized to access and use the Service, as specified in the Order Form.

“User” — An individual authorized by Customer to access and use the Service under Customer’s account.

2. Services Provided

2.1 Description of the Service

Clasp provides a cloud-based legal operations and document management platform designed to support workflow automation, document handling, matter organization, and related functionality (the “Service”). The Service includes only the features and functionality made available by Clasp as of the Effective Date or as otherwise expressly stated in an Order Form. The Service does not include any future features, modules, or performance enhancements unless separately purchased or expressly agreed in writing.

2.2 Access Rights

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Clasp grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer’s internal business purposes.

2.3 Seat-Based Access

Customer’s access to the Service is limited to the number of Users specified in the Order Form. Customer may add additional seats at any time, and Clasp may invoice for increased usage in accordance with Section 4 (Fees & Payment Terms).

2.4 Usage Restrictions

Customer and its Users may not:

(a) copy, modify, or create derivative works of the Service;

(b) reverse engineer, decompile, or attempt to extract source code;

(d) interfere with or disrupt the Service;

(e) use the Service in violation of the Acceptable Use Policy; or

(f) use the Service to provide legal advice, create attorney-client relationships, or engage in the unauthorized practice of law.

For clarity, the Service does not perform legal analysis, generate legal advice, or replace professional judgment.

2.5 Service Modifications

Clasp may enhance, update, or modify the Service from time to time. Modifications will not materially reduce the core functionality of the Service during the Subscription Term. Customer acknowledges that any descriptions of future functionality, public statements, presentations, roadmap materials, or discussions regarding potential enhancements to the Service are for informational purposes only and do not constitute a commitment by Clasp to deliver any feature, functionality, integration, performance level, or architectural change.

2.6 Third-Party Integrations

The Service may interoperate with third-party applications, platforms, or services (“Third-Party Services”). Customer’s use of Third-Party Services is governed solely by those providers’ terms. Clasp is not responsible for the availability, performance, configuration, or changes to any Third-Party Services, nor for any interruption, delay, data loss, or failure of the Service caused by Customer’s Third-Party Services, Customer-managed integrations, or Customer’s configuration of those services.

2.7 Beta Features

Clasp may make certain features available as Beta Features. Beta Features are provided “as is”, without warranties, service levels, or commitments, and may be modified or discontinued at any time. Clasp has no obligation to release any Beta Feature as generally available functionality. Customer grants Clasp a non-exclusive, royalty-free license to use feedback related to Beta Features to improve the Service.

2.8 Encryption Architecture

The Service includes encryption of Customer Data at rest. Additional details regarding encryption controls are described in Section 5 (Data & Security).

2.9 Service Availability

Clasp will use commercially reasonable efforts to make the Service available in accordance with the support and service level commitments described in Appendix E (Support & SLAs). These commitments do not apply to Beta Features or to downtime resulting from Third-Party Services, scheduled maintenance, or circumstances described in Section 15.6 (Force Majeure).

3. Customer Obligations

3.1 Account Management

Customer is responsible for maintaining the confidentiality of its account credentials and for all activities occurring under its accounts. Customer will ensure that only authorized Users access the Service.

3.2 Acceptable Use

Customer and its Users must comply with the Acceptable Use Policy (“AUP”). A violation of the AUP constitutes a material breach of this Agreement.

3.3 Cooperation

Customer will provide reasonable cooperation, information, and access necessary for Clasp to provide the Service, including configuration details and permissions required to enable integrations.

3.4 Customer Data Responsibility

Customer is solely responsible for the accuracy, quality, legality, and use of Customer Data, including obtaining all rights and consents necessary for Clasp to process Customer Data in accordance with this Agreement.

3.5 Third-Party Accounts

Customer is responsible for maintaining any accounts required to use Third-Party Services and for complying with the terms governing those services. Clasp is not responsible for any unavailability or modification of Third-Party Services.

3.6 Prohibited Data

Unless expressly agreed in writing and legally permissible, Customer will not submit to the Service any data that is subject to heightened regulatory protections, including but not limited to:

(a) protected health information under HIPAA;

(b) payment card data subject to PCI-DSS;

(d) any data classified as sensitive personal information under applicable privacy laws.

Clasp has no obligation to monitor Customer Data for prohibited content.

3.7 Compliance with Laws

Customer is responsible for ensuring that its use of the Service complies with all applicable laws, regulations, and professional obligations, including those governing legal practice, data privacy, and client confidentiality.

3.8 Customer Representations

Customer represents and warrants that:

(a) it has all rights necessary to submit Customer Data to the Service;

(b) Customer Data does not violate any law or third-party rights;

(c) it will not use the Service to provide legal advice, create attorney-client relationships, or engage in the unauthorized practice of law; and

(d) it will maintain appropriate administrative, physical, and technical safeguards for its own systems and credentials.

3.9 Security Responsibilities

Customer is responsible for securing its own systems, devices, and networks used to access the Service. Customer will promptly notify Clasp of any actual or suspected unauthorized access to its accounts or Customer Data.

3.10 Encryption Credentials

If Customer elects to use features requiring Customer-managed encryption keys or credentials, Customer is solely responsible for managing, storing, and safeguarding such keys. Clasp is not responsible for any inability to access Customer Data resulting from lost, corrupted, or mismanaged encryption credentials.

4. Fees & Payment Terms

4.1 Fees

Customer will pay the subscription fees specified in the Order Form. Fees are based on the number of purchased seats and any additional features or usage-based modules identified in the Order Form.

4.2 Billing & Invoicing

Unless otherwise stated in the Order Form, fees are billed through Clasp’s designated payment processor and are invoiced either monthly or annually based on Customer’s selected plan. Fees are due upon receipt.

4.3 Seat Counts & True-Ups

Seat counts are tracked through Clasp’s billing system and validated against Customer’s active subscription. If Customer adds seats during a billing cycle, Clasp will prorate the additional fees for the remainder of the cycle. Additional seats are coterminous with the Subscription Term. Clasp may implement automated true-up logic as part of future billing updates.

4.4 Usage-Based Billing (Future Features)

Certain AI-assisted features may be subject to usage-based billing once made generally available. Usage-based fees will apply only if expressly stated in the Order Form or in an updated pricing schedule provided to Customer with advance notice.

4.5 Taxes

Fees do not include taxes. Customer is responsible for all applicable taxes, excluding taxes based on Clasp’s income.

4.6 No Refunds

Except as required by law, all fees are non-cancelable and non-refundable.

4.7 Auto-Renewal

Subscriptions renew automatically for successive terms equal to the initial Subscription Term unless either party provides notice of non-renewal at least thirty (30) days before the end of the then-current term.

4.8 Suspension for Non-Payment

Clasp may suspend Customer’s access to the Service for overdue amounts that remain unpaid for more than fifteen (15) days after written notice. Suspension does not relieve Customer of its payment obligations.

4.9 Pricing Changes

Clasp may update its pricing for renewal terms. Clasp will provide Customer with at least thirty (30) days’ advance email notice of any pricing changes. Updated pricing will take effect at the start of the next renewal term unless Customer elects not to renew.

4.10 Billing Disputes

Customer must notify Clasp of any good-faith billing dispute within fifteen (15) days of the invoice date. The parties will work together in good faith to resolve the dispute. Customer will pay all undisputed amounts when due.

5. Data & Security

5.1 Customer Data Ownership

Customer retains all right, title, and interest in and to Customer Data. Except for the limited rights expressly granted in this Agreement, nothing in this Agreement transfers ownership of Customer Data to Clasp.

5.2 License to Process Customer Data

Customer grants Clasp a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, index, and display Customer Data solely as necessary to provide the Service, including document ingestion, OCR processing, search indexing, AI-assisted time-entry drafting, and related functionality.

5.3 Document Processing (OCR, Indexing, Embeddings)

(a) Ingestion Methods. Documents may enter the Service through user upload, third-party imports (Google, Dropbox, OneDrive), client portal uploads, email ingestion, or Clasp’s migration tool.

(b) OCR & Indexing. Clasp uses Unstructured.io to perform OCR and extract text for indexing and search. OCR is read-only and does not modify document content.

(c) Embeddings. Text embeddings generated for search and retrieval are stored in Clasp’s database. Embeddings may persist until Clasp implements configurable deletion logic.

(d) No LLM Exposure. Customer Data is not sent to external large language models for training or inference. AI-assisted features operate on metadata or embeddings only. If Clasp introduces optional AI features that rely on external large language models in the future, such features will use enterprise-grade APIs that do not train on Customer Data.

5.4 Storage & Backups

(a) Storage Provider. Customer Data is stored in Google Cloud Storage in per-organization buckets.

(b) Backups. Clasp does not maintain separate customer-data backups outside of Google Cloud’s native durability and redundancy.

(c) No Multi-Region Commitments. Clasp does not guarantee multi-region replication, disaster recovery RTO/RPO targets, or secondary backup sites.

(d) Cold Storage. Cold-storage tiers may be introduced in the future; no such tier exists today.

5.5 Public Sharing Architecture

Customer may share documents via public links or email-based invitations. Public sharing is Customer-controlled. Clasp is not responsible for mis-addressed, forwarded, or improperly shared links, or for access by recipients selected by Customer. Public sharing uses time-limited signed URLs and may expose document metadata.

5.6 Logging & Audit Trails

(a) Activity Logs. Clasp maintains lightweight activity logs showing significant actions within cases and tasks.

(b) System Logs. Backend system logs may contain metadata necessary for debugging and operational monitoring.

(d) Retention. Log retention periods may vary and are not guaranteed. Logs may persist in system backups until backup cycles expire.

(e) Exports. Logs are not included in standard data exports.

5.7 Security Controls

Clasp will maintain administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, consistent with Clasp’s Security Baseline (Appendix B). Clasp does not represent or warrant compliance with any specific framework (e.g., SOC-2, ISO 27001, GDPR, HIPAA, CCPA).

5.8 Access Control & Authentication

(a) User Roles. The Service supports Firm User, Admin, and Super Admin roles.

(b) Authentication. Clasp uses a one-time-password (OTP) model for all login operations. OTP constitutes multi-factor authentication for purposes of this Agreement.

(d) Provisioning. Admins and Super Admins may provision and deprovision users.

(e) Revocation. Clasp may suspend access to protect the security of the Service.

5.9 Secrets Management

Integration tokens and system credentials are stored in an enterprise-grade secrets management system. Clasp does not maintain per-tenant encryption keys unless and until a customer-managed key architecture is implemented.

5.10 Encryption Architecture

The Service encrypts Customer Data at rest using industry-standard encryption provided by Clasp’s cloud infrastructure. Clasp is evaluating an optional customer-managed encryption key model for future release, but this feature is not currently available and Clasp makes no commitment regarding timing or functionality. If customer-managed keys are introduced and Customer elects to use them, certain features of the Service may be limited or unavailable, and Clasp will not be able to recover encrypted data if Customer loses or mismanages its keys.

5.11 Incident Response

Clasp will acknowledge security incidents affecting Customer Data within forty-eight (48) hours of confirmation and will use commercially reasonable efforts to investigate and remediate the incident. Clasp will notify affected Customers, internal engineering, and leadership as appropriate. Notification may be triggered by system detection or user report.

5.12 Subprocessors

Clasp may use subprocessors to provide the Service, including cloud hosting, OCR, email delivery, messaging, payments, and AI-assisted features. The current list of subprocessors is provided in Appendix H. Clasp may update Appendix H from time to time with notice to Customer.

5.13 Customer Security Responsibilities

Customer is responsible for securing its own systems, devices, and networks used to access the Service; managing user access; and ensuring that Customer Data submitted to the Service complies with applicable laws and professional obligations.

5.14 Immutable Records

Signed documents generated through Clasp’s e-signature module are locked and cannot be deleted or altered. Paid invoices may be reversed, but audit trails persist.

6. Privacy

6.1 Privacy Policy

Customer’s use of the Service is subject to Clasp’s Privacy Policy, incorporated into this Agreement by reference. The Privacy Policy describes the categories of information Clasp collects, how such information is used, and the choices available to Customer. In the event of a conflict between the Privacy Policy and this Agreement, this Agreement controls.

6.2 Data Processing Roles

Except where the parties execute a Data Processing Addendum (“DPA”), Clasp acts as an independent controller with respect to Customer Data for purposes of providing, securing, and improving the Service. If a DPA is executed, Clasp will process Customer Data as Customer’s processor solely in accordance with the DPA.

6.3 Use of Customer Data

Clasp will process Customer Data only to provide the Service, to maintain and improve the Service’s security and performance, and as otherwise permitted under this Agreement. Clasp will not sell Customer Data or use Customer Data for advertising or marketing purposes.

6.4 Privacy Compliance

Clasp does not represent or warrant compliance with any specific privacy framework or regulation, including GDPR, CCPA, HIPAA, or similar laws. Customer is responsible for determining whether its use of the Service satisfies its legal and professional obligations.

6.5 Data Subject Requests

Unless the parties have executed a DPA to the alternative, Clasp has no obligation to respond to data subject or consumer rights requests on Customer’s behalf.

6.6 Retention and Deletion

Customer may delete certain Customer Data through the Service. Deleted data may persist in system logs or backups until those logs or backups expire in the ordinary course of Clasp’s operations. Clasp does not guarantee deletion from backups or system logs.

6.7 Cross-Border Transfers

Customer Data may be stored or processed in the United States or other locations where Clasp or its subprocessors operate. Clasp will use reasonable measures to ensure that such transfers comply with applicable law, but does not guarantee compliance with any specific cross-border transfer mechanism unless required under an executed DPA.

6.8 Confidentiality

Clasp will treat Customer Data as Confidential Information and will not disclose Customer Data except to subprocessors authorized under Appendix H or as required to comply with law, legal process, or governmental request.

7. AI-Assisted Functionality

7.1 Scope

The Service includes certain machine-learning-based or AI-assisted components used to support search, document handling, workflow automation, and time-entry suggestions (“AI-Assisted Functionality”). AI-Assisted Functionality operates solely on metadata, embeddings, or other derived representations and does not transmit Customer Data or document text to external large language models.

7.2 No Generative AI

The Service does not include generative AI features, automated drafting, or model-driven legal analysis. AI-Assisted Functionality is limited to internal processing that supports search, organization, and workflow efficiency.

7.3 No Legal Advice

AI-Assisted Functionality does not provide legal advice, make legal determinations, or replace professional judgment. Customer is solely responsible for reviewing and validating all outputs generated or suggested by the Service.

7.4 Accuracy and Limitations

AI-Assisted Functionality may generate incomplete, inaccurate, or unexpected outputs. Customer acknowledges that such outputs may require human review and that Clasp does not guarantee the accuracy, completeness, or reliability of any AI-assisted result.

7.5 Model Improvements

Clasp may use aggregated, anonymized, or de-identified data to improve the performance, safety, and reliability of AI-Assisted Functionality. Clasp will not use Customer Data in identifiable form to train external machine learning models.

7.6 No Automated Decision-Making

AI-Assisted Functionality does not perform automated decision-making that produces legal, financial, or similarly significant effects. Customer remains solely responsible for all decisions made using or informed by the Service.

8. E-Signatures

8.1 E-Signature Functionality

The Service includes an electronic signature module that allows Users to prepare, send, and execute documents electronically (“E-Signature Functionality”). Electronic signatures generated through the Service are provided solely for convenience and may not meet all legal or regulatory requirements for every transaction.

8.2 Legal Effect

Customer is solely responsible for determining whether electronic signatures generated through the Service satisfy Customer’s legal, regulatory, or professional requirements. Clasp does not represent or warrant that any electronically signed document will be enforceable, admissible, or legally sufficient in any jurisdiction.

8.3 Signature Records

Documents executed through the Service are locked upon completion and cannot be altered. Certain metadata or audit information may be retained by Clasp for operational or security purposes, but Clasp does not guarantee the availability, completeness, or retention period of such metadata.

8.4 Customer Responsibilities

Customer is responsible for:

(a) verifying the identity of signatories;

(b) ensuring that documents sent for signature are accurate and complete;

(d) complying with all applicable laws governing electronic signatures and recordkeeping.

8.5 No Notarization or Identity Verification

E-Signature Functionality does not include identity verification, notarization, witness services, or any enhanced authentication beyond the mechanisms expressly provided within the Service.

8.6 Limitations

Clasp does not guarantee:

(a) that E-Signature Functionality will meet any specific legal standard;

(b) that signed documents will be retained for any particular period; or

(c) that E-Signature Functionality will be suitable for documents requiring heightened authentication or formal execution procedures.

(d) Clasp does not represent or warrant that the E-Signature Functionality complies with ESIGN, UETA, or any state-specific electronic signature or record-keeping requirements.

9. Confidentiality

9.1 Use of Confidential Information

Each party will:

(a) use the other party’s Confidential Information (as defined in Section 1.2) only as permitted under this Agreement;

(b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care; and

(c) limit access to Confidential Information to personnel and contractors who need to know it for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section.

9.2 Exclusions for Customer Data

Customer Data is subject to the additional protections and limitations described in Sections 5 (Data & Security) and 6 (Privacy). If there is a conflict between this Section 9 and Sections 5 or 6, Sections 5 and 6 control with respect to Customer Data.

9.3 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided that (to the extent legally permitted) the receiving party gives prompt notice to the disclosing party and reasonably cooperates in any effort to seek confidential treatment or limit disclosure.

9.4 No Subpoena Support

Clasp has no obligation to respond to subpoenas, discovery requests, or other legal process directed to Customer. Customer is solely responsible for identifying, preserving, collecting, reviewing, and producing Customer Data in response to any such requests. Clasp will not act as Customer’s agent or legal representative in connection with legal process and will not provide litigation support, data authentication, or expert testimony. To the extent Clasp receives legal process seeking Customer Data, Clasp may, but is not obligated to, notify Customer.

9.5 Return or Deletion

Upon request or termination of this Agreement, each party will delete or return the other party’s Confidential Information, except that:

(a) Clasp may retain Customer Data as permitted under Sections 5 and 6; and

(b) each party may retain Confidential Information in routine backups or archives until those backups expire in the ordinary course of business.

9.6 Injunctive Relief

Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The disclosing party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

10. Intellectual Property

10.1 Ownership of the Service

Clasp and its licensors retain all right, title, and interest in and to the Service, including all software, workflows, user interfaces, designs, documentation, templates, models, algorithms, and other technology provided or made available under this Agreement. No rights are granted to Customer except as expressly stated in this Agreement.

10.2 Customer Data

Customer retains all right, title, and interest in and to Customer Data, as described in Section 5.1. Except for the limited rights granted in Section 5.2, nothing in this Agreement transfers ownership of Customer Data to Clasp.

10.3 License to Use the Service

Subject to Customer’s compliance with this Agreement, Clasp grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term, solely for Customer’s internal business purposes.

10.4 Restrictions

Customer will not, and will not permit any third party to:

(a) copy, modify, or create derivative works of the Service;

(b) reverse engineer, decompile, or attempt to extract source code;

(d) access the Service to build a competitive product; or

(e) use the Service in violation of the Acceptable Use Policy.

10.5 No Rights to Clasp IP

Except for the limited license expressly granted in Section 10.3, Customer receives no rights to Clasp’s intellectual property, including any rights to software, source code, models, algorithms, or internal tools used to provide the Service.

10.6 No Custom Development

Clasp does not provide custom development services under this Agreement. Any suggestions, requests, or recommendations from Customer regarding new features or modifications do not create any obligation for Clasp to develop or deliver such features.

10.7 Reservation of Rights

Clasp reserves all rights not expressly granted in this Agreement. No implied licenses are granted under this Agreement, whether by estoppel, course of dealing, or otherwise.

11. Feedback

11.1 Feedback License

If Customer or its Users provide suggestions, ideas, recommendations, or other feedback relating to the Service (“Feedback”), Customer grants Clasp a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, modify, incorporate, and otherwise exploit such Feedback for any purpose, without restriction or obligation to Customer.

11.2 No Obligation

Clasp has no obligation to review, implement, or respond to any Feedback, and providing Feedback does not create any expectation of feature development, product changes, or service commitments.

11.3 No Compensation

Customer acknowledges that it will not receive any compensation, attribution, or ownership interest for Feedback, and that Clasp may use Feedback in products or features made available to other customers.

12. Reservation of Rights; Additional Restrictions

12.1 Reservation of Rights

Except for the limited rights expressly granted to Customer in this Agreement, Clasp retains all rights, title, and interest in and to the Service, including all intellectual property and proprietary rights. No rights are granted to Customer by implication, estoppel, or otherwise.

12.2 No Implied Functionality

Customer acknowledges that access to the Service does not include any rights to:

(a) underlying software, source code, models, algorithms, or system architecture;

(b) any features, modules, or enhancements not expressly made available as part of the Service; or

(c) any future functionality, integrations, or performance improvements unless separately purchased or agreed in writing.

12.3 No Competitive Use

Customer may not, and may not permit any third party to, use the Service or any information, data, workflows, models, or insights derived from the Service to build, train, improve, benchmark, or assist in the development of any product or service that competes with or is intended to compete with Clasp.

12.4 No Transfer or Assignment of IP

Nothing in this Agreement transfers or assigns any intellectual property rights of either party. Customer may not sublicense, assign, or transfer any rights granted under this Agreement except as expressly permitted in Section 17 (Miscellaneous).

12.5 Open Source Components

The Service may include open-source components subject to separate license terms. Such components are provided under their applicable licenses, and nothing in this Agreement limits Customer’s rights under those licenses.

13. Warranties; Disclaimers

13.1 Limited Warranty

Clasp warrants that it will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s exclusive remedy for breach of this warranty is for Clasp to re-perform the applicable Services.

13.2 No Legal Advice

The Service, including any AI-Assisted Functionality or E-Signature Functionality, does not provide legal advice, make legal determinations, or replace professional judgment. Customer is solely responsible for reviewing and validating all outputs and ensuring compliance with applicable laws, ethical rules, and professional obligations.

13.3 No Accuracy or Output Warranty

Clasp does not warrant that:

(a) the Service or any outputs (including AI-assisted suggestions, metadata, time-entry drafts, or document handling results) will be accurate, complete, or reliable;

(b) the Service will meet Customer’s requirements; or

13.4 No E-Signature Validity Warranty

Clasp does not warrant that any electronically signed document will be enforceable, admissible, or legally sufficient in any jurisdiction. Customer is solely responsible for determining whether electronic signatures are appropriate for its intended transactions.

13.5 No Uptime or Performance Warranty

Clasp does not warrant that the Service will be uninterrupted, error-free, secure, or available at any particular time. Scheduled maintenance, unscheduled downtime, and third-party outages may affect availability.

13.6 No Warranty for Third-Party Services

Clasp is not responsible for, and makes no warranties regarding, any third-party products, services, integrations, or platforms, including email providers, cloud storage services, or identity providers.

13.7 General Disclaimers

Except as expressly stated in Section 13.1, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, Clasp disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or quiet enjoyment.

14. Indemnification

14.1 Customer Indemnification

Customer will defend, indemnify, and hold harmless Clasp and its affiliates, officers, directors, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Customer’s use of the Service in violation of this Agreement or applicable law;

(b) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any third-party rights;

(d) Customer’s use of any outputs generated by the Service, including AI-assisted suggestions or electronically signed documents; or

(e) any dispute between Customer and its Users, clients, or counterparties.

14.2 Procedure

The indemnified party will:

(a) promptly notify the indemnifying party of the claim (failure to do so will not relieve the indemnifying party of its obligations except to the extent materially prejudiced);

(b) permit the indemnifying party to control the defense and settlement of the claim; and

The indemnifying party may not settle any claim that imposes obligations on the indemnified party without its prior written consent.

14.3 No Clasp Indemnification

Clasp does not provide any indemnification of any kind, including for intellectual property infringement, data breaches, security incidents, AI-generated outputs, e-signature validity, or third-party services.

15. Limitation of Liability

15.1 Exclusion of Certain Damages

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.

15.2 Cap on Direct Damages

Except for Customer’s payment obligations and Customer’s indemnification obligations under Section 14, each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the amounts paid by Customer to Clasp under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

15.3 No Liability for Outputs or Decisions

Clasp will have no liability arising from or relating to:

(a) any outputs, suggestions, or results generated by the Service, including AI-Assisted Functionality;

(b) any decisions made or actions taken by Customer based on such outputs; or

15.4 No Liability for Third-Party Services

Clasp will have no liability for any third-party products, services, integrations, or platforms, including email providers, cloud storage services, identity providers, or any changes or outages affecting such services.

15.5 Allocation of Risk

The limitations in this Section 15 are fundamental elements of the basis of the bargain between the parties. The Service would not be provided without these limitations.

16. Term & Termination

16.1 Term

This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or this Agreement is terminated as permitted below.

16.2 Subscription Term; Renewal

Each Subscription Term will be set forth in the applicable Order Form. Unless otherwise stated in an Order Form, each Subscription Term will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

16.3 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party:

(a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice; or

(b) becomes insolvent, files for bankruptcy, or ceases business operations.

16.4 Suspension

Clasp may suspend Customer’s access to the Service immediately if:

(a) Customer fails to pay undisputed amounts when due;

(b) Customer’s use of the Service poses a security risk, violates the Acceptable Use Policy, or could harm the Service or any third party; or

Clasp will restore access once the issue is resolved.

16.5 Effect of Termination

Upon termination of this Agreement or expiration of the applicable Subscription Term:

(a) Customer’s rights to access and use the Service will immediately cease;

(b) Customer will pay all outstanding fees;

(c) Clasp will have no obligation to maintain or provide access to Customer Data except as required under Sections 5 and 6; and

(d) each party will delete or return the other party’s Confidential Information as required under Section 9.

16.6 No Refunds

Except as expressly stated in this Agreement, all fees are non-refundable, and termination does not relieve Customer of its payment obligations for the remainder of the Subscription Term.

17. Governing Law; Dispute Resolution; Miscellaneous

17.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

17.2 Mandatory Binding Arbitration

Except for claims seeking injunctive relief or to enforce a party’s intellectual property rights, any dispute, claim, or controversy arising out of or relating to this Agreement will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware before a single arbitrator. The arbitrator must be a licensed attorney with at least ten (10) years of experience in commercial contract disputes. The arbitrator will apply this Agreement as written.

17.3 Individual Claims Only

The parties agree that arbitration will be conducted solely on an individual basis. Class actions, collective actions, private attorney general actions, and representative proceedings are not permitted. The arbitrator may not consolidate claims of multiple parties.

17.4 Injunctive Relief Carve-Out

Either party may seek temporary or permanent injunctive relief in a court of competent jurisdiction in Delaware to protect its Confidential Information or intellectual property rights, or to prevent unauthorized access to or use of the Service.

17.5 Venue for Permitted Court Actions

For any action permitted under this Agreement that is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

17.6 Assignment

Customer may not assign, transfer, or delegate this Agreement, in whole or in part, without Clasp’s prior written consent. Any attempted assignment in violation of this Section is void. Clasp may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

17.7 Subcontractors

Clasp may use subcontractors and subprocessors to provide the Service, as described in Section 5.12. Clasp remains responsible for its subcontractors’ compliance with this Agreement.

17.8 Notices

Notices under this Agreement must be in writing and will be deemed given when delivered by email, personal delivery, or certified mail. Notices to Clasp must be sent to the address specified in the Order Form or on Clasp’s website. Notices to Customer may be sent to the email or physical address associated with Customer’s account.

17.9 Amendments

No amendment or modification of this Agreement is valid unless in writing and signed by both parties. Clasp may update its standard policies (including the Acceptable Use Policy, Privacy Policy, and Security Baseline) from time to time, provided that such updates do not materially reduce Customer’s rights under this Agreement.

17.10 Force Majeure

Neither party is liable for delays or failures to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or third-party service outages.

17.11 Publicity

Clasp may identify Customer as a customer of the Service and may use Customer’s name and logo in its customer lists and marketing materials, unless Customer opts out by providing written notice.

17.12 Accessibility

Clasp strives to improve the accessibility of the Service but does not represent or warrant compliance with any specific accessibility standard or regulation.

17.13 Entire Agreement

This Agreement, together with the Order Form and Appendices, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or representations relating to its subject matter.

17.14 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

17.15 Waiver

A party’s failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision.

17.16 Survival

Sections 3, 4, 5, 6, 8, 9, 10, 11, 12, 14, 15, 16.5, and 17 will survive termination of this Agreement.

Appendices & Policies

The following appendices and policies form part of, or are referenced by, this Agreement:

See also: Privacy Policy · Cookie Policy