Reference agreement
This is Clai’s standard Licensing Agreement. Each customer’s order form identifies the customer, authorized signers, effective date, plan, named-user count, fees, billing details, term dates, and any special instructions. The order form incorporates these terms by reference.
This Licensing Agreement (the “Agreement”) is between Clai, Inc., a Delaware corporation (“Clai”), and the customer identified in the applicable order form or Addendum A (“Customer”). The applicable order form is incorporated into and forms part of this Agreement.
1. The Service
1.1 Access.
Clai grants Customer a non-exclusive, non-transferable right to access and use claiOS (the “Service”) during the Term, for the plan, user count, and features specified in the applicable order form. Use is limited to Customer’s own business and its named users.
1.2 Plans and Limits.
Plan entitlements—including AI credits, user seats, contract storage, and feature access—are those published at goclai.com/pricing for the selected plan and as modified in the applicable order form. AI credits reset monthly and do not roll over. Additional credits or seats may be purchased at Clai’s then-current rates.
1.3 Named Users.
Each seat is for one individual and may not be shared. Customer is responsible for its users’ activity and for keeping credentials secure.
2. Term and Renewal
2.1 Initial Term.
This Agreement begins on the Effective Date and continues for twelve (12) months (the “Initial Term”). The commitment is for the full twelve months regardless of the billing frequency selected in the applicable order form.
2.2 Renewal.
The Agreement automatically renews for successive twelve (12) month terms at Clai’s then-current list pricing unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
2.3 No Early Termination for Convenience.
Customer may not cancel during a term for convenience. Termination for cause is governed by Section 8.
3. Fees and Payment
3.1 Monthly Billing.
If Customer selects monthly billing in the applicable order form, fees are invoiced and charged monthly in advance on the Effective Date each month for the full twelve-month commitment. If Customer stops paying or cancels before the twelve months are complete, all remaining monthly fees for the Initial Term become immediately due and payable.
3.2 Annual Billing.
If Customer selects annual billing in the applicable order form, one hundred percent (100%) of the annual fee is due and payable in advance at signing, before access is provisioned. Prepaid annual fees are non-refundable, including on early termination by Customer.
3.3 Adding Users.
Seats added mid-term are billed pro-rata for the remainder of the term and, on renewal, at the full rate. Seat counts and plan level may not be reduced or downgraded during a term.
3.4 Late Payment.
Amounts unpaid ten (10) days after the due date accrue interest at 1.5% per month (or the maximum permitted by law) and Clai may suspend the Service until the account is current. Customer authorizes Clai to charge the payment method on file for all amounts due.
3.5 Taxes and Transaction Fees.
Fees exclude sales, use, and similar taxes, which are Customer’s responsibility. Payment-processing and transaction fees for funds collected through the Service are as disclosed in the Service and in the applicable order form.
4. Customer Data and Confidentiality
4.1 Ownership.
Customer retains all right, title, and interest in its documents, contracts, contact records, and other data submitted to the Service (“Customer Data”). Clai retains all rights in the Service, its software, models, and templates.
4.2 Use of Data.
Clai processes Customer Data only to provide and support the Service and as directed by Customer. Clai will not sell Customer Data. Clai may use aggregated, de-identified usage data to operate and improve the Service.
4.3 Confidentiality.
Each party will protect the other’s non-public information with at least reasonable care and use it only for purposes of this Agreement. These obligations survive termination for three (3) years.
4.4 Export on Exit.
On request within thirty (30) days after termination, Clai will make Customer Data available for export in a standard format. After that period Clai may delete it.
5. Electronic Signatures and Records
The Service produces electronic signatures and audit trails intended to satisfy the U.S. ESIGN Act and applicable UETA state law. Customer is solely responsible for the legal content of documents it creates, sends, or executes, for verifying signer identity where required, and for its own regulatory, licensing, and brokerage compliance obligations. Clai is a technology provider, not a law firm or brokerage, and does not provide legal advice.
6. Acceptable Use
Customer will not: (a) resell, sublicense, or provide the Service to third parties except as expressly permitted; (b) reverse engineer, copy, or create derivative works of the Service; (c) use the Service to send unlawful, fraudulent, infringing, or deceptive content; (d) attempt to circumvent usage limits, security controls, or billing; or (e) use the Service to build a competing product.
7. Warranties, Disclaimers and Liability
7.1 Service Warranty.
Clai will provide the Service in a professional manner and will use commercially reasonable efforts to keep it available. Clai’s sole obligation for unavailability is to restore service.
7.2 AI Output.
The Service uses artificial intelligence. AI-generated drafts, summaries, extractions, and recommendations may be incomplete or inaccurate and must be reviewed by a qualified human before reliance. Except as stated in Section 7.1, the Service is provided “AS IS” and Clai disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.
7.3 Limitation of Liability.
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data. Each party’s total aggregate liability under this Agreement is limited to the fees paid or payable by Customer in the twelve (12) months preceding the claim. These limits do not apply to Customer’s payment obligations or to either party’s willful misconduct.
7.4 Indemnity.
Clai will defend Customer against third-party claims that the Service infringes a U.S. intellectual property right. Customer will defend Clai against third-party claims arising from Customer Data or Customer’s use of the Service in violation of this Agreement.
8. Suspension and Termination for Cause
Either party may terminate this Agreement if the other materially breaches and fails to cure within thirty (30) days (ten (10) days for non-payment) of written notice. On termination, Customer’s access ends and all accrued and, in the case of Customer breach, all remaining committed fees for the Term become immediately due.
9. General
9.1 Order of Precedence.
If the applicable order form conflicts with these terms on commercial matters (plan, seats, pricing, term dates, special instructions), the order form controls. Otherwise these terms control.
9.2 Governing Law.
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Delaware.
9.3 Assignment, Notices, Severability.
Neither party may assign this Agreement without the other’s consent, except in connection with a merger or sale of substantially all assets. Notices are effective when sent to the email addresses in the applicable order form. If any provision is unenforceable, the remainder stays in effect.
9.4 Publicity.
Clai may identify Customer by name and logo as a customer in its marketing materials unless Customer opts out in Special Instructions.
9.5 Entire Agreement.
This Agreement, together with the applicable order form, is the entire agreement between the parties and supersedes all prior proposals and discussions. Amendments must be in writing and signed by both parties.