Terms and Conditions

1. Definitions

• "Account" means the specific portal and credentials through which a Customer accesses the Services.
• "Contract Intelligence" means the metadata (e.g., parties, dates, values, summaries) extracted from Customer Data by the Services.
• "Customer" (or "you") means the business entity or professional individual entering into these Terms.
• "Customer Data" means the raw email content and contract files identified within the Customer's Google Workspace, Microsoft 365, or SharePoint environments.
• "Data Spillage" means the unauthorized or accidental provision of sensitive, protected, or regulated data (such as PHI or PII) to the Services that is outside the scope of contract management.
• "Services" means the DealTracer.ai AI-powered contract monitoring platform and associated agents.

2. Services and Account

• B2B Service: DealTracer is a Business-to-Business (B2B) platform. You represent that you are acting on behalf of a business entity and have the legal authority to bind that entity to these Terms.
• Account Security: You are responsible for maintaining the confidentiality of your Account credentials. You agree to notify us immediately of any unauthorized use of your Account.

3. Software-as-a-Service (SaaS) License

• Grant of License: DealTracer grants you a non-exclusive, non-transferable, revocable license to access the Services for your internal business operations.
• Prohibited Use: You are strictly prohibited from using the Services to process, summarize, or store metadata related to any illegal content or activity. This includes, without limitation, Child Sexual Abuse Material (CSAM) or any content that violates local, state, federal, or international law.
• Reporting & Termination: DealTracer maintains a zero-tolerance policy for illegal use. We reserve the right to immediately terminate your Account, purge related metadata, and report such activities to law enforcement or the appropriate regulatory authorities as required by law.
• Restrictions: You shall not (i) reverse engineer the Services, (ii) use the Services to build a competitive product, or (iii) bypass any security measures.

4. Data Ownership and Responsibility

• Customer Ownership: You retain all ownership rights to your Customer Data. DealTracer does not claim ownership of your contracts or email content.
• Processing License: You grant us a limited, worldwide license to access and process Customer Data solely to generate Contract Intelligence and provide the Services.
• Data Spillage & Sanitization: You are responsible for configuring integration permissions (IMAP/OAuth) to ensure only relevant data is accessible. If Data Spillage occurs, DealTracer reserves the right to charge a reasonable administrative and technical fee for the manual isolation and certified destruction of such data.

5. AI and Metadata Processing

• AI Providers: DealTracer utilizes third-party Large Language Models (LLMs) to generate insights. These providers are contractually prohibited from using your data to train global models.
• BYOLLM: If you utilize your own LLM API keys ("Bring Your Own LLM"), you are solely responsible for the security, costs, and compliance of those third-party connections.

6. Fees and Payment

• Billing: All payments are processed through Stripe. Fees are billed in advance and are non-refundable unless otherwise required by law.
• Taxes: All fees are exclusive of taxes. The Customer is responsible for all applicable sales, use, or VAT taxes.

7. Third-Party Integrations

• Permissions: You authorize DealTracer to connect to your Google Workspace, Microsoft 365, and SharePoint environments to perform the Services.
• Platform Limits: DealTracer is not responsible for the uptime, security, or data loss occurring within your third-party Microsoft or Google environments.

8. Limitation of Liability and Indemnity

• Liability Cap: To the maximum extent permitted by law, TriSagent, LLC's total liability for any claim shall not exceed the total amount paid by you to DealTracer in the twelve (12) months preceding the claim.
• Indemnity: You agree to indemnify and hold TriSagent, LLC harmless from any claims or costs (including Data Spillage remediation) arising from your breach of these Terms.

9. Termination

• Data Purge: Upon termination of your subscription, your access to the Services will cease. DealTracer will retain Contract Intelligence for 30 days following termination, after which it will be permanently purged.
• Records: Basic business and billing records will be retained for a minimum of 7 years for legal and audit purposes.

10. Changes to Terms (The 90-Day Protection)

We may update these Terms from time to time. For material changes:

• We will provide you with written notice of the update.
• The updated Terms will not take effect for your Account until the commencement of your next billing cycle occurring at least ninety (90) days after our notice.
• Continued use of the Services after that effective date constitutes your acceptance of the new Terms.

11. Governing Law & Jurisdiction

These Terms shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts serving Henrico County, Virginia.

12. Contact Information

For any questions regarding these Terms, please contact: