Terms & Conditions

01Acceptance of Terms

By creating a CLMS360 account, accessing our workspace, or clicking "I agree" during signup, you ("Customer," "you," or "your") accept these Terms & Conditions ("Terms") on behalf of yourself and, where applicable, the organization you represent. If you do not agree to these Terms, do not access or use the Service.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

02Definitions

"Service"

the CLMS360 contract lifecycle management software, including authoring, negotiation, e-signature, obligation tracking, and related features made available under a subscription.

"Customer Data"

any contracts, documents, metadata, or other content that Customer or its users upload to or generate within the Service.

"Workspace"

the dedicated instance of the Service provisioned for Customer's organization.

"Authorized User"

an individual Customer permits to access the Workspace under a valid subscription seat.

"Order Form"

the document, quote, or online checkout flow specifying the subscription plan, seat count, term, and fees.

03Accounts & Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. You are responsible for maintaining the confidentiality of Authorized User credentials and for all activity that occurs under your Workspace.

You agree to notify CLMS360 promptly at security@clms360.com of any unauthorized use of an account or any other breach of security.

04Subscriptions & Fees

Access to the Service is provided on a subscription basis as set out in the applicable Order Form. Unless stated otherwise, subscriptions renew automatically for successive terms equal to the expiring term, at CLMS360's then-current rates, unless either party gives written notice of non-renewal at least 30 days before the renewal date.

4.1 Payment

Fees are invoiced in advance and are due within 30 days of the invoice date unless otherwise agreed. Fees are non-refundable except as expressly stated in these Terms or required by law.

4.2 Trials

Any trial or evaluation access is provided "as is," without warranty, and may be suspended or terminated by CLMS360 at any time without liability.

05License to Use the Service

Subject to these Terms and payment of applicable fees, CLMS360 grants Customer a non-exclusive, non-transferable, limited right to access and use the Service during the subscription term, solely for Customer's internal business purposes.

This license does not include the right to: (i) resell, sublicense, or make the Service available to any third party; (ii) reverse engineer or attempt to derive source code, except where prohibited by law; (iii) remove proprietary notices; or (iv) build a competing product using access to the Service.

06Acceptable Use

You agree not to use the Service to:

• Upload content that is unlawful, infringing, or violates a third party's rights;
• Attempt to gain unauthorized access to any system, account, or network connected to the Service;
• Introduce viruses, malware, or code intended to disrupt the Service;
• Probe, scan, or test the vulnerability of the Service without prior written authorization from CLMS360;
• Use automated means to extract data from the Service other than through documented APIs.

07Customer Data & Privacy

As between the parties, Customer retains all right, title, and interest in Customer Data. CLMS360 will process Customer Data only to provide, secure, and support the Service, and as described in our Privacy Policy and any applicable Data Processing Addendum.

CLMS360 maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, or loss, consistent with industry practice for SaaS contract management platforms.

08Intellectual Property

CLMS360 and its licensors retain all right, title, and interest in and to the Service, including all software, workflows, templates, and documentation, excluding Customer Data. No rights are granted except as expressly set out in these Terms.

Customer grants CLMS360 a limited license to use Customer Data solely to operate and improve the Service, including aggregated and de-identified analytics that do not identify Customer or any individual.

09Confidentiality

Each party agrees to protect the other's Confidential Information with the same degree of care it uses for its own confidential information, and no less than reasonable care, and to use such information solely to perform its obligations under these Terms. This obligation survives termination for three years, or indefinitely for trade secrets.

10Warranties & Disclaimers

CLMS360 warrants that the Service will perform materially in accordance with its published documentation. Except as expressly stated, the Service is provided "as is" and CLMS360 disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

CLMS360 does not warrant that the Service will be uninterrupted or error-free, and is not a substitute for independent legal review of any contract generated or managed using the Service.

11Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data, arising out of or related to these Terms, even if advised of the possibility of such damages.

Each party's total liability arising out of these Terms will not exceed the fees paid or payable by Customer to CLMS360 in the 12 months preceding the event giving rise to the claim.

12Indemnification

CLMS360 will defend Customer against claims alleging that the Service infringes a third party's intellectual property rights, and will indemnify Customer against damages finally awarded, subject to prompt notice and CLMS360's control of the defense.

Customer will defend and indemnify CLMS360 against claims arising from Customer Data or Customer's use of the Service in violation of these Terms or applicable law.

13Term & Termination

These Terms remain in effect for as long as Customer maintains an active subscription. Either party may terminate for the other's uncured material breach with 30 days' written notice. CLMS360 may suspend access immediately for non-payment or conduct that poses a security risk.

Upon termination, Customer's right to access the Service ends. CLMS360 will make Customer Data available for export for 30 days following termination, after which it may be deleted in accordance with our data retention policy.

14Governing Law & Disputes

These Terms are governed by the laws of the jurisdiction specified in the applicable Order Form, without regard to conflict-of-law principles. The parties will first attempt to resolve any dispute through good-faith negotiation before pursuing formal proceedings in the courts of that jurisdiction.

15Changes to These Terms

CLMS360 may update these Terms from time to time. Material changes will be notified by email or in-product notice at least 15 days before taking effect. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

16Contact Us

Questions about these Terms can be directed to our legal team: