Last Updated: May 13, 2025
By accessing or using the web-based application (the "Service") provided by Clarence & Partners, which offers document comparison, drafting, summarization, markup review, clause search, and clause drafting functionalities, you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, you must not use the Service.
Clarence & Partners reserves the right to modify these Terms at any time, with notice provided through the Service, email, or our website. Continued use of the Service after such modifications constitutes acceptance of the updated Terms. These Terms apply to all users, including individuals, entities, or their representatives.
The Service is a web-based legal technology platform designed to assist users in:
The Service is provided "as is" and is intended for use by individuals or entities with appropriate legal knowledge or under the supervision of qualified legal professionals. Clarence & Partners does not provide legal advice through the Service.
You represent and warrant that:
You are responsible for maintaining the confidentiality of your account credentials, including usernames and passwords. You must notify Clarence & Partners immediately at legal@clarenceandpartners.com of any unauthorized access or suspected security breach. You are liable for all activities conducted under your account, whether authorized or not, unless you promptly report unauthorized use.
You agree not to:
Violation of this policy may result in immediate suspension or termination of your account.
The Service, including its software, design, algorithms, user interfaces, documentation, and trademarks, is owned by Clarence & Partners or its licensors and is protected by copyright, trademark, and other intellectual property laws. You are granted a non-exclusive, non-transferable, revocable license to use the Service solely for your internal business or personal purposes, subject to these Terms. This license does not permit you to copy, modify, distribute, or create derivative works of the Service without prior written consent.
You retain ownership of any documents, clauses, or other content you upload or create through the Service ("User Content"). By uploading or creating User Content, you grant Clarence & Partners a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable license to store, process, display, and use such User Content to provide the Service, as well as to train and improve the Service, its algorithms, and related models. You expressly agree and warrant that you have no objection to Clarence & Partners using your User Content for these purposes, provided such use complies with applicable laws. You are solely responsible for ensuring that your User Content complies with applicable laws and does not infringe on third-party intellectual property, privacy, or other rights.
Clarence & Partners collects, stores, and processes User Content and personal information in accordance with our Privacy Policy, available on our website. By using the Service, you consent to such data processing. We implement reasonable technical and organizational measures to protect your data but cannot guarantee absolute security. You are responsible for ensuring that any personal data you upload complies with applicable data protection laws, including but not limited to the New York SHIELD Act and, where applicable, the General Data Protection Regulation (GDPR).
Any non-public information provided by Clarence & Partners, including proprietary features of the Service or technical documentation, is considered confidential ("Confidential Information"). You agree not to disclose, reproduce, or use Confidential Information for any purpose other than using the Service as intended. Similarly, Clarence & Partners will treat your User Content as confidential, except where disclosure is required by law or as permitted under these Terms (e.g., for training purposes as outlined in Section 5.2).
The Service may be offered under free or paid subscription plans, as described on our website. Paid plans may include different tiers with varying features, usage limits, or pricing. You agree to select a plan that suits your needs and comply with its terms.
For paid plans, you agree to pay all applicable fees as specified during the subscription process. Payments are processed through third-party payment processors, and you must provide accurate and complete billing information. Fees are billed in advance on a recurring basis (e.g., monthly or annually) and are non-refundable except as required by law or as stated in our refund policy. You are responsible for any applicable taxes, duties, or fees associated with your subscription.
If payment is not received by the due date, Clarence & Partners may suspend your access to the Service until payment is made. Interest on overdue amounts may be charged at the lesser of 1.5% per month or the maximum rate permitted by New York law.
Clarence & Partners may modify subscription fees at any time, with at least thirty (30) days' notice provided via the Service or email. Price changes will apply to your next billing cycle following the notice period.
You may terminate your account at any time by following the instructions on the Service or by contacting us at legal@clarenceandpartners.com. Upon termination, you will lose access to the Service, and Clarence & Partners may delete your User Content after a retention period of thirty (30) days, unless otherwise required by law.
Clarence & Partners may suspend or terminate your access to the Service, with or without notice, if you:
Upon termination, your license to use the Service ends, and you must cease all access. Clarence & Partners is not liable for any loss of data or damages resulting from termination.
After termination, Clarence & Partners may retain anonymized or aggregated data derived from your User Content for analytical or training purposes, as permitted under Section 5.2, provided it does not identify you or contain personal information.
The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Clarence & Partners does not guarantee that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components. The Service is not a substitute for professional legal advice, and you are responsible for consulting qualified legal professionals for legal advice.
To the maximum extent permitted by law, Clarence & Partners and its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill, arising out of or relating to your use of the Service. Clarence & Partners' total liability for any claim arising under these Terms shall not exceed the amount you paid Clarence & Partners for the Service in the twelve (12) months preceding the claim. This limitation applies regardless of the legal theory (e.g., contract, tort, or statute).
You agree to indemnify, defend, and hold harmless Clarence & Partners and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising out of or relating to:
These Terms and any disputes arising out of or relating to the Service shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
You agree that any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in New York County, New York, and you irrevocably submit to the jurisdiction of such courts.
Before initiating arbitration or litigation, you and Clarence & Partners agree to attempt to resolve disputes through good-faith mediation conducted in New York, New York. If mediation fails, Clarence & Partners may, at its sole discretion, require that any dispute be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, and the arbitrator's decision shall be final and binding. Each party shall bear its own costs, unless the arbitrator determines otherwise.
Clarence & Partners shall not be liable for any failure or delay in performing its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, or governmental restrictions ("Force Majeure Events"). If a Force Majeure Event continues for more than sixty (60) days, either party may terminate these Terms with written notice.
These Terms, together with the Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Clarence & Partners regarding the Service, superseding any prior agreements.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Clarence & Partners' failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
You may not assign these Terms or your rights under them without Clarence & Partners' prior written consent. Clarence & Partners may assign these Terms at its discretion without your consent.
All notices under these Terms shall be sent to Clarence & Partners via email at legal@clarenceandpartners.com or to you at the email address associated with your account. Notices are deemed received upon confirmation of delivery.
These Terms do not confer any rights or benefits to third parties, except as expressly provided herein.
For questions about these Terms, please contact Clarence & Partners at: legal@clarenceandpartners.com.