ClauseGuide - Terms and Conditions

Last updated: July 16, 2025

The following terms and conditions (the "Terms and Conditions") govern the use of the ClauseGuide application (the "Application") developed by Cardonam SAS, a simplified joint-stock company registered in the Paris (France) trade and companies register under number 988 970 836 R.C.S. Paris, with its registered office located at 58, rue de Monceau CS48756 75380 Paris Cedex 08, France ("ClauseGuide" or "we").

By creating an account on the Application and using the Application, you agree to be bound by the Terms and Conditions. If you are acting on behalf of an entity or a legal person, you warrant that you have all the rights and powers allowing you to accept the Terms and Conditions on behalf of that entity or legal person. In such case, the terms "you" and "your" will apply both to you and to the entity or legal person you represent.

1. Access to the Application

Professional Use. The use of the Application is exclusively reserved for professional users duly registered pursuant to applicable regulation. The Application is not available to consumers and non-professional users.

Geographical Restrictions. The Application is only available to users registered in the European Union.

Personal Account. Using the Application requires the creation of an account. You agree to provide complete and accurate information when creating your account and to keep this information up to date. Your account is strictly personal, and your login credentials are confidential. You agree not to share, rent, or sell your account to a third party and not to share your login credentials. You are responsible for all activities and actions performed through your account.

Workspace. When registering a new account, you will have a default workspace and the possibility to create other workspaces. As the administrator of your workspace, you will have the ability to add users to your workspace (the workspace members) and manage your workspaces' members. You are solely responsible for managing the members of your workspace. You are responsible for all activities carried out within your workspace. Features designated as "unlimited", such as workspace creation, must be used reasonably.

2. Use of the Application

Limited License. The Application remains the exclusive property of ClauseGuide. You are granted only the right of access and use of the Application within the limits set out in the Terms and Conditions. In this regard, we grant you a non-exclusive right to access and use the Application, provided that you comply with the Terms and Conditions and that your use of the Application complies with applicable laws and regulations.

Restrictions. You agree not to, directly or indirectly:

No Advice. The Application does not provide any form of advice, including legal, economic, social, or financial advice. In particular, ClauseGuide is not a law firm and does not provide legal advice. All information available on the Application is provided without any warranty, express or implied, including regarding its legal effect and completeness. Your use of any information available on the Application is at your own risk. Information available on the Application should be used as a guide and modified to meet your individual needs, when applicable, with the assistance of your counsel. ClauseGuide and any of its shareholders, legal representatives, employees, contractors, providers, or attorneys who participated in providing the information available on or used by the Application expressly disclaim any warranty. No attorney-client relationship may result from your use of the Application.

Limitations of Artificial Intelligence. Since the Application uses artificial intelligence models to provide certain functionalities, you understand that these models can sometimes be incorrect and produce erroneous, false, misleading, or inaccurate information. Therefore, you should not rely solely on the information communicated through the Application to make a decision.

3. Credits and Subscriptions

Credits and Subscriptions. The Application offers a credit system to allow you to use certain features. Credits are acquired by a user and are shared across all workspaces administered by that user. Credits are obtained upon the purchase of a subscription or a credit pack. Credits are tied to an active, ongoing subscription and expire when the subscription ends. A user can only have one active, ongoing subscription at a time. The different applicable subscription plans are described in the Application and on our website. Subscriptions are monthly and automatically renewed unless canceled before the renewal date. In case of non-payment, the subscription is canceled. When subscribing to a subscription plan or purchasing a credit pack, you agree to provide complete and up-to-date billing and payment information, including your tax information. If any of these details change, you must update your account accordingly.

Use of Credits. When an administrator or a member of a workspace uses a feature requiring credits, the credits are deducted from the workspace administrator's account. Credits are not refundable.

Subscription Update. A user has the option to modify their subscription by selecting a new subscription plan. In such a case, a new monthly subscription is created with the new plan, and the remaining credits from the old subscription are transferred to the new subscription.

4. Data

User Content Data. When you use the Application, you may provide us with data (for example, a contract, documents, or messages) (the "User Content Data"). You are responsible for all User Content Data that you use and provide. As such, you guarantee that you have all the necessary rights and permissions to use and provide the User Content Data. You grant us a worldwide, non-exclusive, royalty-free license, transferable under the conditions set out in Article 10, including the right to sub-license to our subsidiaries, suppliers, and subcontractors, to use your User Content Data (a) to enable you to access and use the Application and (b) to allow us to fulfill our rights and obligations in accordance with the Terms and Conditions.

If your User Content Data contains personal data, the processing of this data is subject to the terms of the Data Processing Agreement (DPA) available at the following address: Data Processing Agreement

No Training. Your User Content Data are not used to train artificial intelligence models.

Generated Data. The Application may provide you with data generated by artificial intelligence models from your User Content Data (for example, a message generated by artificial intelligence) (the "Generated Data"). Given the nature of the services provided by the Application, you acknowledge that the Generated Data may be identical or similar to data generated by other users of the Application. Subject to compliance with the Terms and Conditions, we grant you a personal, limited, non-transferable right to use the Generated Data for your internal needs. You are solely responsible for the use of Generated Data and it is your responsibility to ensure their accuracy and suitability for the intended use.

Third-Party Content. In cases where the Generated Data contains content belonging to third parties (for example, text excerpts or hyperlinks) (the "Third-Party Content"), these elements do not constitute Generated Data, and you only have a right to view and read these elements.

Feedback. In cases where you provide us with your feedback or suggestions (the "Feedback"), you acknowledge that we may freely use your Feedback to improve the Application, or any product or service developed by us. You acknowledge that no compensation will be paid by us or any other party for the provision of your Feedback.

Alpha and Beta Testing. You agree not to distribute to third parties any screenshots of the Application, content provided by the Application, or its features and workflows without our prior written authorization. You acknowledge that any participation in testing phases is free and entirely disinterested and will not be subject to any compensation or reimbursement of expenses.

5. Content Compliance

Prohibited Content. It is strictly forbidden to import content into the Application that is pornographic or sexual in nature, incites hatred, violence, or discrimination, is manifestly dangerous, illegal, or prohibited by applicable regulations.

Moderation. We reserve the right to implement automated moderation tools on the Application, particularly to ensure that the use of the Application is carried out in accordance with the Terms and Conditions.

Reporting. You have the option to report any prohibited content by sending us an email to: support@clauseguide.com. If possible, you are required to immediately delete any prohibited content imported into your workspace.

6. Liability

You agree to indemnify and hold harmless us, our service providers, and our licensors from any damage, costs, and expenses (including reasonable attorneys' fees) or any amounts incurred or owed to a third party due to a claim directly or indirectly related to your use of the Application in violation of the Terms and Conditions or applicable regulations.

DISCLAIMER OF WARRANTY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IS PROVIDED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTY. THEREFORE, WE, OUR SERVICE PROVIDERS, AND OUR LICENSORS, EXCLUDE ANY WARRANTY OF AVAILABILITY, NON-INFRINGEMENT, AND FREE ENJOYMENT, PARTICULARLY REGARDING THE GENERATED DATA OR CONTENT AVAILABLE VIA THE APPLICATION. WE DO NOT GUARANTEE THAT THE USE OF THE APPLICATION WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR SUITABLE FOR YOUR SPECIFIC NEEDS OR USES.

LIMITATION OF LIABILITY. IN NO EVENT SHALL WE, OUR EMPLOYEES, AGENTS, LEGAL REPRESENTATIVES, SHAREHOLDERS, SERVICE PROVIDERS, LICENSORS, AGENTS, SUPPLIERS, OR SERVICE PROVIDERS BE LIABLE FOR INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO INTANGIBLE LOSSES, DATA LOSS, LOSS OF PROFITS, OR LOSS OF CUSTOMERS. OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT EXCLUDING TAXES THAT YOU HAVE PAID DURING THE THREE (3) MONTHS PRECEDING THE OCCURRENCE OF THE LIABILITY AND (II) ELEVEN (11) EUROS. THE LIMITATIONS AND EXCLUSIONS PROVIDED IN THIS ARTICLE APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Duration

Effective Date. The Terms and Conditions take effect from the date you accept them when creating your account and remain in force throughout the duration of your account.

Survival of Provisions. The termination of the Terms and Conditions shall not affect our rights and your obligations existing on the date of termination. Provisions that, by their nature, are intended to survive the termination of the Terms and Conditions shall continue to apply and remain fully in force, particularly regarding the provisions set out in Article 2 (Use of the Application), Article 4 (Data), Article 6 (Liability), and Article 11 (Applicable Law and Jurisdiction).

Termination or Suspension. We reserve the right to suspend or terminate at any time, and without prior notice or information, your account or your access to the Application if we determine or suspect that you are violating the Terms and Conditions or to comply with applicable law and regulations.

Deletion of Your Account. If you wish to permanently delete your account, you can contact our support service at the following address: support@clauseguide.com.

8. Personal Data

By using the Application, you agree to the processing of your personal data in accordance with the privacy policy and the data protection agreement available at the following address: Privacy Policy.

9. Updates to the Terms and Conditions

We reserve the right to update the Terms and Conditions at any time. The latest version of the Terms and Conditions will be accessible within the Application. By using the Application, you agree to be subject to any new version of the Terms and Conditions that we may publish. You may refuse any new version of the Terms and Conditions by ceasing to use the Application and, if applicable, by terminating the automatic renewal of your subscription.

10. General Provisions

Waiver. Our failure to enforce a right or provision under the Terms and Conditions shall not constitute a waiver of that right or provision.

Assignment. You are not authorized to assign or transfer your rights or obligations under the Terms and Conditions except as part of a merger, spin-off or transfer of assets. We reserve the right to assign our rights or obligations under the Terms and Conditions to any affiliate, subsidiary, or successor company.

Entire Agreement. The Terms and Conditions constitute the entire agreement between you and us concerning the Application. When applicable, the Terms and Conditions shall be supplemented by specific terms and conditions agreed upon between the parties.

Severability. If a provision of the Terms and Conditions, our privacy policy, data protection agreement or any other contractual document concluded between you and us is deemed invalid by a competent court, the parties shall seek to replace the invalidated provision with a valid provision sharing the same objective as the invalidated provision, and the invalidity of that provision shall not affect the validity of the other contractual provisions.

11. Applicable Law and Jurisdiction

The Terms and Conditions are governed by French law, regardless of conflict of law rules. Any dispute relating to the Terms and Conditions, the Application, and any contractual document concluded between the parties concerning the Application shall be subject to the exclusive jurisdiction of the Paris Commercial Court, or in case of its incompetence, a competent court located within the jurisdiction of the Paris Court of Appeal (France).