Terms designed to close, not to negotiate.

1. Agreement to Terms

By accessing or using CounselAudit.ai, you agree to be bound by these Terms of Service. If you are accepting these terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree to these terms, do not use the service.

2. The Service

CounselAudit.ai provides AI-powered legal bill review, outside counsel guideline management, and legal spend analytics. We host the service in the cloud and you access it through a standard web browser. We handle infrastructure, updates, and maintenance so you can focus on your work.

3. Your Account

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. The first user to register for an organization becomes the account administrator. Administrators can invite team members, assign roles, and manage access permissions. You agree to provide accurate and current information when creating your account.

4. Free Trial

We offer a 14-day free trial with full access to all features. No credit card is required to start your trial. At the end of the trial period, your account enters read-only mode — your data is preserved, but you cannot upload new invoices or create new guidelines until you activate a subscription.

5. Subscription & Payment

Subscriptions are billed monthly on a per-seat basis at the prices published on our website. We will provide at least 30 days written notice before any price increase takes effect. You may cancel your subscription at any time, and your access will continue through the end of your current billing period. We do not charge cancellation fees or early termination penalties.

6. Your Data

You retain all rights, title, and interest in your data. We process your data solely to provide and improve the service for you. We do not sell, share, or use your data for advertising purposes. We do not use your data to train artificial intelligence or machine learning models. For details on how we handle your data, please refer to our Data Processing Agreement.

7. Data Security

We implement industry-standard security measures to protect your data. This includes AES-256 encryption at rest, TLS 1.3 encryption in transit, row-level security for strict data isolation between organizations, and comprehensive audit logging of all access and changes. For a full description of our security practices, visit our Security page.

8. Data Retention & Deletion

You control document retention periods through in-app settings. When you cancel your subscription, we will delete all of your data within 30 days of account termination. You may request earlier deletion at any time by contacting us. We will confirm deletion in writing upon completion.

9. Acceptable Use

You agree not to use the service to violate any applicable law or regulation, upload malicious software or content, attempt to gain unauthorized access to other accounts or our systems, or resell the service without our prior written consent. You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the service or any part thereof. The service is licensed for corporate and organizational use only. You may only use the service for the purpose of managing your organization's outside counsel invoices, guidelines, and legal spend in accordance with the features provided. We reserve the right to suspend access for violations of this section, subject to the notice and cure provisions in Section 14.

10. Intellectual Property

We own the service, its underlying technology, and all associated intellectual property. You own your data. Any content generated by the service for you — including clause drafts, guideline letters, review summaries, and analytics — belongs to you and you may use it freely without restriction or attribution.

11. Service Availability

We target 99.9% uptime but do not guarantee uninterrupted availability. We will provide reasonable advance notice of planned maintenance. We are not liable for downtime caused by factors outside our reasonable control, including internet outages, third-party service failures, or force majeure events.

12. Limitation of Liability

Each party's total aggregate liability under these terms is capped at the total fees paid by you in the 24 months immediately preceding the claim. Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, regardless of the cause of action or theory of liability. These limitations apply equally to both parties.

13. Indemnification

Indemnification under these terms is mutual. We will indemnify, defend, and hold you harmless against any third-party claims alleging that the service infringes their intellectual property rights. You will indemnify, defend, and hold us harmless against any third-party claims arising from your data or your use of the service in violation of these terms.

14. Termination

Either party may terminate this agreement with 30 days written notice. We may suspend your access for material breach, provided we give you written notice and a reasonable cure period of at least 15 days. Upon termination, we will delete your data in accordance with Section 8. Sections that by their nature should survive termination — including Sections 6, 10, 12, 13, and 16 — will survive.

15. Changes to Terms

We may update these terms from time to time. We will notify you at least 30 days before any material changes take effect. Continued use of the service after the notice period constitutes acceptance of the updated terms. If you disagree with a change, you may cancel your subscription before the change takes effect.

16. Governing Law

These terms are governed by the following laws based on the location of the contracting entity:

• For entities incorporated or headquartered in the United States: the laws of the State of Delaware, without regard to conflict of laws principles.
• For entities incorporated or headquartered in Canada: the laws of the Province of Ontario and the federal laws of Canada applicable therein.
• For all other entities: the laws of England and Wales.

Any disputes arising from these terms shall be resolved through good-faith negotiation first, then mediation. If mediation fails, disputes shall be submitted to binding arbitration in the applicable jurisdiction.

17. Contact

Questions about these terms? Email us at legal@counselaudit.com.