Subscription Agreement

1. Parties, formation and definitions

Version 1.0. This Subscription Agreement is between RGV Technologies LLC, a Wyoming limited liability company of 30 N Gould St, Ste N, Sheridan, WY 82801, USA, which provides Clause360 ("Clause360", "we", "us"), and the organisation that creates or uses a Clause360 workspace or signs an Order (the "Customer", "you").

1.1 Formation. This Agreement applies when you (a) create a workspace and accept it online, (b) accept or sign an Order that refers to it, or (c) start a trial or use the Service. The person accepting confirms they are authorised to bind the Customer. We keep a record of each acceptance: the person's name and email, the date and time, the IP address and the version accepted.

1.2 Order of precedence. If documents conflict, this order applies: (a) a signed amendment; (b) the Order; (c) the Data Protection Terms in Section 4; (d) this Agreement; (e) the Documentation.

1.3 Definitions. "Service" means the Clause360 contract management software provided online, including updates. "Order" means an order form, quote, online checkout, payment link or invoice issued by us and accepted by you. "Paid User" means a named individual with a role that creates or edits contracts (such as Legal or administrator); approvers and requesters within the free places of your plan, and counterparties invited to review or sign, are not Paid Users. "Customer Data" means the contracts, documents, templates, comments and other data submitted to the Service by you, your users or your counterparties. "AI Features" means features that use artificial intelligence, such as drafting, review, risk comparison, summaries and translation. "Documentation" means our user and administrator guides and help pages.

2. The subscription

2.1 Right to use. For the Subscription Term we grant you a non-exclusive, non-transferable right for your users to access and use the Service for your internal business purposes, within the plan, number of Paid Users and AI allowance in your Order or on our pricing page.

2.2 Users and accounts. You are responsible for your users and their compliance with this Agreement, for keeping sign-in credentials confidential, and for removing users who should no longer have access. Each user account is for one named individual. Two-step verification is required.

2.3 Trials and complimentary access. A free trial lasts 14 days unless we agree otherwise. Complimentary access lasts until the date we state. When a trial or complimentary period ends, new work pauses until a paid plan starts; your existing contracts remain available to read and download. Trials and complimentary access are provided "as is" without any warranty or service commitment, and our total liability for them is limited to US$100.

2.4 Acceptable use. You will not, and will not allow anyone to: (a) use the Service unlawfully or to infringe others' rights; (b) upload malware or attempt to breach security, probe for vulnerabilities without our written consent, or disrupt the Service; (c) access other customers' data; (d) resell, sublicense or provide the Service to third parties, except your counterparties through the Service's own features; (e) copy, reverse-engineer or create derivative works of the Service, except where the law allows despite this restriction; (f) use the Service or its outputs to build a competing product; or (g) exceed usage limits by technical means.

2.5 Third-party services. If you connect a third-party service (for example Microsoft 365, Microsoft Teams or an identity provider), your use of it is governed by your agreement with that provider, and you authorise us to exchange data with it as needed to provide the connection. We are not responsible for third-party services, and may change or withdraw an integration if the provider changes it.

2.6 Changes to the Service. We may improve and change the Service. We will not materially reduce its core functionality during a paid period without at least 30 days' notice, in which case you may cancel and receive a refund of prepaid fees for the unused period.

2.7 Support and availability. We provide email support during business days and use commercially reasonable efforts to keep the Service available, excluding planned maintenance (announced in advance where practicable) and events outside our reasonable control. No service-level credits apply unless an Order states them.

3. AI Features

3.1 Nature of AI output. AI Features produce suggestions generated by machine learning models. Output may be inaccurate, incomplete or unsuitable for your circumstances, and the same input may produce different output.

3.2 Not legal advice. The Service, including AI Features, does not provide legal advice and does not create a lawyer-client relationship. You are responsible for reviewing all output, and for decisions you make using it, with qualified advice where appropriate. Legal services offered separately under the Clause360 contract support offering are provided by independent lawyers under a separate engagement letter and are not part of this Agreement.

3.3 How AI processing works. Before text is sent for AI processing, the Service removes or masks common personal identifiers where it can. AI processing is performed by the AI providers listed in Schedule 1, under terms that do not permit them to use Customer Data to train their models. We do not use Customer Data to train AI models.

3.4 Allowance. AI use is counted in AI actions as described on our pricing page. When the monthly allowance is used up, AI Features pause until the next month unless you add more.

4. Customer Data and data protection

4.1 Ownership. You own Customer Data. You grant us a limited right to host, process, transmit and display Customer Data only to provide, secure and support the Service, and as required by law.

4.2 Roles. For personal data in Customer Data, you are the controller and we are your processor (service provider). These Data Protection Terms apply in addition to this Agreement, and are intended to meet the requirements of applicable data protection laws, including the Saudi Personal Data Protection Law, the EU and UK GDPR and comparable laws.

4.3 Our commitments as processor. We will: (a) process personal data only on your documented instructions, which are this Agreement and your use of the Service; (b) ensure that people with access are bound by confidentiality; (c) maintain the security measures in Schedule 2; (d) use only the sub-processors in Schedule 1, giving at least 30 days' notice of a new sub-processor, during which you may object on reasonable data protection grounds and, if we cannot address the objection, cancel and receive a refund of prepaid fees for the unused period; (e) assist you, taking into account the nature of the processing, with data subject requests and with security, breach notification and impact assessment obligations; (f) notify you without undue delay, and in any event within 72 hours, after becoming aware of a personal data breach affecting Customer Data; (g) at the end of the Subscription Term, delete or return Customer Data as described in Section 6; and (h) make available information reasonably necessary to demonstrate compliance with this Section, including through our security documentation and, no more than once a year and at your cost, a reasonable audit on 30 days' notice.

4.4 Location and transfers. Customer Data is hosted in the region stated in your Order or workspace settings (by default, Oracle Cloud in Riyadh, Saudi Arabia). Some sub-processors, including AI providers, may process limited data in other countries. Where the law requires, transfers are made under appropriate safeguards, such as standard contractual clauses. Customers subject to the GDPR may request our standard contractual clauses.

4.5 Your responsibilities. You are responsible for the lawfulness of the Customer Data you submit, for having a lawful basis and giving any required notices for personal data, and for the configuration choices you make (such as connecting third-party services or enabling AI Features).

4.6 Usage data. We may collect technical and usage data about the operation of the Service, and use it in aggregated or de-identified form to operate, secure and improve the Service. It will not identify you or your users to third parties.

5. Fees, payment and taxes

5.1 Fees. Fees are per Paid User per month, at the prices in your Order or, if none, on our pricing page when the month begins. Approvers and requesters within your plan's free places, and counterparties, are not charged. AI add-ons and extra Paid Users are charged as added.

5.2 Monthly billing. Subscriptions are billed monthly in advance and renew automatically each month until cancelled. Payment is by card through our payment processor, by payment link, or by bank transfer against invoice, as stated in the Order.

5.3 Cancellation. You may cancel at any time. Cancellation takes effect at the end of the current monthly period; fees already paid are not refundable except where this Agreement or the law says otherwise.

5.4 Price changes. We may change prices by giving at least 30 days' notice. New prices apply from your next monthly period after the notice period; if you do not agree, you may cancel before they apply.

5.5 Late payment. If an amount is unpaid 14 days after its due date, we may pause new work in your workspace until payment is received, after notice. Reading and downloading your existing contracts are never blocked for non-payment.

5.6 Taxes. Fees exclude taxes. You will pay applicable sales, value-added, goods and services and similar taxes, and any withholding tax will be grossed up so that we receive the full fee, unless the law prevents it.

6. Term, termination and your data

6.1 Term. This Agreement lasts while you have a workspace or an active Order.

6.2 Termination for cause. Either party may terminate on written notice if the other party materially breaches this Agreement and does not cure the breach within 30 days of notice, or becomes insolvent or subject to insolvency proceedings. We may suspend or terminate immediately if your use of the Service is unlawful, breaches Section 2.4 or presents a security risk to the Service or others, limiting suspension to what is reasonably necessary.

6.3 Your data after termination. For 30 days after termination you may export your contracts and data. After that period we will delete Customer Data from the live Service, and from backups as they rotate, within a further 60 days, unless the law requires us to keep it. On request, we will confirm deletion in writing.

6.4 Survival. Sections 4, 5 (for amounts due), 6.3, 7, 8 and 9 survive termination.

7. Confidentiality and intellectual property

7.1 Confidentiality. Each party will keep the other's Confidential Information confidential, use it only to perform this Agreement, and share it only with its employees, contractors and advisers who need to know it and are bound by equivalent obligations. "Confidential Information" means non-public information disclosed by a party that is marked confidential or would reasonably be understood to be confidential; Customer Data is your Confidential Information. It excludes information that is or becomes public through no fault of the recipient, was lawfully known to the recipient without restriction, is independently developed, or is received from a third party without a duty of confidence. A recipient may disclose Confidential Information where required by law, after giving notice where lawful. These obligations last for the term of this Agreement and five years after it, and indefinitely for trade secrets and Customer Data.

7.2 Our intellectual property. We and our licensors own the Service, the Documentation and all improvements, including those based on feedback. No rights are granted except as expressly stated. If you give feedback, we may use it freely without obligation to you.

7.3 Your intellectual property. You own your templates, contracts and other Customer Data, and the output generated for you by AI Features from your Customer Data, to the extent permitted by law.

8. Warranties, indemnities and liability

8.1 Our warranties. We warrant that (a) the Service will perform materially as described in the Documentation, and (b) we will not materially reduce the security of the Service during a paid period. If we breach these warranties, we will correct the non-conformity or, if we cannot do so within a reasonable time, you may terminate the affected subscription and receive a refund of prepaid fees for the unused period. This is your exclusive remedy for breach of these warranties.

8.2 Your warranties. You warrant that you have the right to submit Customer Data to the Service and that your use of the Service complies with law and this Agreement.

8.3 Disclaimer. Except as expressly stated in this Agreement, the Service, AI Features and all output are provided "as is", and each party disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement and that the Service will be uninterrupted or error-free, to the extent permitted by law.

8.4 Our indemnity. We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with this Agreement, infringes that third party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, we may procure the right for you to continue using the Service, modify it to be non-infringing, or terminate the affected subscription and refund prepaid fees for the unused period. We have no obligation for claims arising from Customer Data, AI output you choose to use, combinations with items not provided by us, or modifications not made by us.

8.5 Your indemnity. You will defend us against any third-party claim arising from Customer Data, from your or your users' use of the Service in breach of this Agreement or the law, or from contracts you make using the Service, and pay the damages and costs finally awarded or agreed in settlement.

8.6 Indemnity procedure. The indemnified party must promptly notify the other of the claim, give it sole control of the defence and settlement (no settlement may impose liability or admissions on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's cost.

8.7 Exclusion of indirect loss. Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data (except our obligations to restore data from backups), however caused, even if advised of the possibility.

8.8 Limit of liability. Each party's total liability arising out of or relating to this Agreement is limited to the fees paid and payable by you for the Service in the 12 months before the event giving rise to the liability.

8.9 Exceptions. Sections 8.7 and 8.8 do not limit: your obligation to pay fees; either party's indemnity obligations under Sections 8.4 and 8.5; liability for breach of Section 2.4 or for infringement of the other party's intellectual property; liability for fraud, gross negligence or wilful misconduct; or any liability that cannot be limited by law. For breach of Section 4 (data protection) or 7.1 (confidentiality), each party's total liability is limited to three times the amount in Section 8.8.

9. General

9.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

9.2 Disputes. The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days after written notice. If it is not resolved, it will be finally resolved by arbitration administered by the International Chamber of Commerce under its Rules, by a sole arbitrator, seated in London, in English. Either party may seek urgent interim relief from any competent court, and either party may bring a claim for unpaid fees or for infringement of intellectual property in any competent court.

9.3 Changes to this Agreement. We may update this Agreement by publishing a new version with at least 30 days' notice to workspace administrators. The new version applies from your next monthly period after the notice period, and an administrator is asked to accept it; if you do not agree, you may cancel before it applies. Earlier versions remain available at fixed addresses.

9.4 Notices. Notices to us go to hello@clause360.com and our registered address. Notices to you go to the email address of a workspace administrator. Notices are effective when sent, unless the sender receives notice of non-delivery.

9.5 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets, on notice.

9.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.

9.7 Compliance. Each party will comply with anti-bribery, export control and sanctions laws applicable to it. You will not use the Service in, or for persons in, countries or on lists subject to comprehensive sanctions under applicable law.

9.8 Publicity. We may name you as a customer only with your consent.

9.9 Other terms. The parties are independent contractors. This Agreement, with the Orders, is the entire agreement on its subject and supersedes prior agreements. If any provision is unenforceable, the rest continues. A waiver must be in writing. There are no third-party beneficiaries. Electronic acceptance and electronic signatures are binding.

Schedule 1: Sub-processors

Schedule 2: Security measures (summary)

Encryption in transit (TLS) and at rest; logical separation of each customer's data with database row-level security; mandatory two-step verification and optional single sign-on; role-based access and confidential matters with restricted access; a tamper-evident audit log of significant actions; automatic daily backups kept off the live database, with tested restores; masking of personal identifiers before AI processing; least-privilege administrative access with security updates applied promptly; and an incident response process with breach notification as set out in Section 4.3.