Terms of Service

By accessing or using Pactwise ("the Service"), operated by Pactwise LLC. ("Company," "we," "us"), you agree to be bound by these Terms of Service ("Terms"). Electronic acceptance of these Terms, including by clicking "I Agree," creating an account, or using the Service, is legally binding and constitutes your signature. You must be at least 18 years of age to use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

By creating an account, you agree to these Terms, our Privacy Policy, our Acceptable Use Policy, and, if applicable, our Data Processing Agreement.

Pactwise is a cloud-based contract and vendor management platform that provides AI-powered contract analysis, workflow automation, compliance tracking, and collaboration tools. The Service is provided as a multi-tenant Software-as-a-Service (SaaS) application, delivered via web browser, and is subject to the feature limitations and usage quotas associated with your subscription plan.

You must provide accurate and complete registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account, whether or not authorized by you. You must use a strong, unique password and must enable multi-factor authentication (MFA) if available on your plan (required for Enterprise plans).

You must notify us immediately of any unauthorized use of your account or any other breach of security. We reserve the right to suspend accounts that violate these Terms or pose a security risk.

Access to the Service requires a paid subscription. Pricing, features, and limits for each plan (Starter, Professional, Business, Enterprise) are described on our pricing page. Annual subscriptions include two months free compared to monthly billing. Payment processing is handled by Stripe, Inc., and is subject to Stripe's Terms of Service.

Subscriptions automatically renew at the end of each billing period (monthly or annual) unless you cancel before the renewal date. Cancellation is effective at the end of the current billing period; you will retain access to the Service until that date. No prorated refunds are provided for mid-period cancellations. All fees are non-refundable except as required by applicable law.

We may change our pricing with at least 30 days' prior written notice. Price changes take effect at the start of your next billing period following the notice. You are responsible for all applicable taxes, duties, and levies associated with your subscription.

We offer a 14-day free trial for new accounts. No credit card is required to start a trial. The trial may include limitations on features, usage quotas, or the number of users compared to paid plans.

We reserve the right to modify, limit, or discontinue the free trial at any time without prior notice. Data created during the trial is retained if you convert to a paid subscription. If you do not convert to a paid plan, your trial data will be deleted 30 days after the trial expires.

You may use the Service only for lawful business purposes. Your use of the Service is subject to our full Acceptable Use Policy. Key restrictions include, but are not limited to, the following. You agree not to:

(a) reverse engineer, decompile, or disassemble the Service or any part thereof; (b) use the Service for competitive benchmarking or analysis without prior written consent; (c) store or process regulated data subject to HIPAA, PCI-DSS, or ITAR requirements without an Enterprise plan and a signed Data Processing Agreement; (d) exceed the usage quotas, storage limits, or user limits of your subscription plan; (e) access the Service through automated means (bots, scrapers, crawlers) beyond documented API rate limits; (f) resell, sublicense, or redistribute access to the Service without written authorization from Pactwise; (g) attempt to gain unauthorized access to other accounts, systems, or networks connected to the Service; (h) use the Service to store or transmit malicious code or to violate any applicable law, including export control and sanctions regulations.

(a) Customer Data Ownership. You retain all rights, title, and interest in and to all data, content, and materials you upload to or create within the Service ("Customer Data"). Nothing in these Terms transfers ownership of Customer Data to Pactwise.

(b) License to Provide the Service. You grant Pactwise a limited, non-exclusive, worldwide license to process, store, and display Customer Data solely as necessary to provide, maintain, and improve the Service for you.

(c) Anonymized Data License. You grant Pactwise the right to use anonymized, aggregated, and de-identified data derived from your use of the Service for the purposes of improving the Service, training AI models, and generating cross-enterprise benchmarks. This data will not identify you or any individual. This license is perpetual, irrevocable, and survives termination of these Terms.

(d) Pactwise Intellectual Property. Pactwise owns all rights, title, and interest in the Service, including its software, algorithms, AI models, user interface, documentation, and all related intellectual property. The Service is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

(e) Feedback. Any suggestions, ideas, enhancement requests, or other feedback you provide regarding the Service ("Feedback") may be used by Pactwise without restriction or obligation to you.

(a) Informational Only. The Service includes AI-powered analysis features, including but not limited to contract analysis, risk scoring, vendor recommendations, and price benchmarking, provided by our AI system ("Donna"). All AI outputs are provided for informational purposes only and do not constitute legal, financial, or professional advice. You should consult qualified professionals before making decisions based on AI outputs.

(b) Cross-Enterprise Learning. Donna AI learns from anonymized patterns across the platform using k-anonymity (minimum 5 enterprise threshold) and differential privacy techniques. Individual customer data is never shared between tenants. Cross-enterprise insights are derived only from aggregate, de-identified data.

(c) Training Data. AI models are trained on publicly available data sources, including SEC filings, government contracts (USASpending, SAM.gov), court records, and academic datasets. AI models are not trained on individual customer contracts or Customer Data.

(d) Third-Party AI Processing. Certain AI features involve processing by third-party providers (e.g., OpenAI). Such processing is subject to those providers' data processing terms. We select providers that commit to not using customer inputs for model training.

(e) No Guarantee of Accuracy. AI outputs may contain errors, inaccuracies, or hallucinations. You are solely responsible for reviewing and validating all AI-generated outputs before taking any action based on them.

(f) Opt-Out. You may opt out of cross-enterprise learning by contacting support at hello@pactwise.ai. Opting out may limit the accuracy of certain AI features.

(g) No Warranty on AI. We do not guarantee the availability, accuracy, completeness, or reliability of any AI-powered features. AI features may be modified, suspended, or discontinued at any time.

(a) Definition. "Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically. For you, Confidential Information includes Customer Data. For Pactwise, Confidential Information includes Service internals, algorithms, pricing, and business plans.

(b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was independently developed by the receiving party without use of the disclosing party's Confidential Information; (iii) was rightfully received from a third party without restriction on disclosure; or (iv) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice where legally permitted.

(c) Obligations. Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

(d) Access Controls. Pactwise employees and contractors access Customer Data only as necessary to provide, maintain, or improve the Service, and are bound by confidentiality obligations.

(e) Survival. The obligations under this section survive for three (3) years after termination of these Terms.

We use commercially reasonable efforts to keep the Service available, but we do not commit to any specific uptime percentage or service level. Scheduled maintenance windows will be communicated at least 48 hours in advance. Enterprise plan customers may negotiate custom SLAs. We do not guarantee uninterrupted or error-free operation of the Service.

We implement industry-standard security measures including encryption at rest and in transit (TLS 1.2+), role-based access controls, row-level security, audit logging, and regular security assessments. For details on our data handling practices, see our Privacy Policy.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. PACTWISE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AI OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE AND ANY AI-GENERATED OUTPUTS.

(A) IN NO EVENT SHALL PACTWISE LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF PACTWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) PACTWISE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PACTWISE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(C) THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: (I) BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9; (II) INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; (III) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; OR (IV) INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS.

(a) Customer Indemnification. You agree to indemnify, defend, and hold harmless Pactwise LLC. and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (i) your Customer Data; (ii) your violation of these Terms; (iii) your violation of any third-party rights; or (iv) your misuse of AI outputs generated by the Service.

(b) Pactwise Indemnification. Pactwise agrees to indemnify, defend, and hold harmless you from and against any claims that the Service (excluding Customer Data) infringes any third-party intellectual property rights, provided that such indemnification shall not apply to claims arising from Customer Data, modifications you make to the Service, or your use of the Service in violation of these Terms.

(c) Indemnification Process. The indemnified party shall: (i) provide prompt written notice of the claim; (ii) grant the indemnifying party sole control of the defense and settlement of the claim; and (iii) provide reasonable cooperation at the indemnifying party's expense. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure.

(a) Termination for Convenience. Either party may terminate the subscription at the end of the current billing period by providing at least 30 days' prior written notice.

(b) Suspension and Termination for Cause. We may suspend or terminate your access to the Service immediately if: (i) you commit a material breach of these Terms; (ii) you fail to pay any amounts due after a 15-day cure period following written notice of non-payment; or (iii) you violate the Acceptable Use Policy.

(c) Data Export. Upon termination, you will have a 30-day window to export your Customer Data via the API or the dashboard export feature.

(d) Data Deletion. After the 30-day export window, we will delete your Customer Data in accordance with our data retention policy, unless retention is required by applicable law.

(e) Survival. The following sections survive termination of these Terms: Data Ownership and Intellectual Property (Section 7), Confidentiality (Section 9), Disclaimer of Warranties (Section 12), Limitation of Liability (Section 13), Indemnification (Section 14), Class Action Waiver (Section 16), Governing Law and Dispute Resolution (Section 20), and Entire Agreement and Severability (Section 21).

YOU AND PACTWISE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF THIS WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID WITH RESPECT TO SUCH CLAIM.

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from events beyond the affected party's reasonable control, including but not limited to natural disasters, pandemics, epidemics, war, terrorism, riots, government actions or orders, embargoes, power failures, internet or telecommunications outages, or failures of third-party service providers.

The affected party shall: (i) provide prompt written notice to the other party describing the force majeure event; and (ii) use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a force majeure event continues for more than 90 days, either party may terminate the affected portion of these Terms upon written notice.

You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS) and sanctions programs administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC).

You represent and warrant that: (a) you are not located in, or a national or resident of, any country subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); and (b) you are not listed on any U.S. government restricted party list, including the Specially Designated Nationals and Blocked Persons List (SDN List), the Entity List, or the Denied Persons List.

(a) Material Changes. For material changes to these Terms, we will provide at least 30 days' prior notice via email and in-app notification. Material changes may require your re-acceptance via a modal dialog or similar mechanism before you can continue using the Service.

(b) Non-Material Changes. Non-material changes (such as clarifications, formatting, or typographical corrections) are effective upon posting and will be indicated by an updated effective date at the top of these Terms.

(c) Right to Terminate. If you disagree with any material change, you may terminate your subscription before the effective date of the change by providing written notice.

(d) Acceptance. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws principles. Any disputes arising from or related to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

(a) Entire Agreement. These Terms, together with the Privacy Policy, the Acceptable Use Policy, the Data Processing Agreement (if applicable), and any Order Forms executed between the parties, constitute the entire agreement between you and Pactwise with respect to the Service and supersede all prior agreements, understandings, and communications, whether written or oral.

(b) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

(c) No Waiver. No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right, power, or privilege.

(d) Assignment. You may not assign or transfer these Terms, or any rights or obligations hereunder, without our prior written consent. Pactwise may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these Terms.

For questions about these Terms, contact us at legal@pactwise.ai

Pactwise LLC.