Effective 22 September 2026

Disclaimers

These disclaimers form part of the Termsroom Subscription Agreement and apply to your use of the service. Termsroom is operated by MarkR Management Inc., Suite 315, 1627 Fort Street, Victoria, British Columbia, Canada.

1. No legal advice

Termsroom is software for organising and recording negotiations. Termsroom is not a law firm, does not practise law, and does not provide legal, professional, labour relations or industrial relations advice. No content, template, prompt, agenda structure, order of business, workflow or output in the platform constitutes legal advice or a legal opinion, and use of Termsroom does not create a solicitor client, lawyer client or any other professional relationship between you and Termsroom or its personnel. You are responsible for obtaining your own advice from a qualified professional in your jurisdiction before relying on anything produced through the platform.

2. Negotiation outcomes and enforceability

Termsroom does not warrant, represent or guarantee that any agreement, term, concession, offer, acceptance, minute, ratification or other outcome negotiated, recorded or documented through the platform is valid, binding, enforceable, admissible, complete, correctly executed, or compliant with any law, collective agreement, constitutional document, bargaining protocol or procedural rule that applies to you. Whether a negotiation binds anyone is determined by the parties, their authority, and the applicable law, not by the platform.

3. Records, retention and evidence

Termsroom maintains a record of negotiation activity. Termsroom does not warrant that any record, session record, sitting record or audit export satisfies the evidentiary, authentication, admissibility, disclosure, records management, privacy or statutory retention requirements of any court, tribunal, arbitrator, regulator or archival authority. You remain solely responsible for determining what you must retain, for how long, and in what form, and for exporting and independently retaining your own copies. Termsroom is not a system of record for your organisation unless your order form expressly says so.

4. Storage you connect, and third party systems

Documents remain in the storage locations you connect. Termsroom does not host, control, back up or guarantee the availability, integrity, retention or security of those locations, and is not responsible for loss, corruption, deletion, ransomware, misconfiguration, permission changes, retention policy actions or access failures occurring in them or in any third party system you connect, including Microsoft Teams and any system reached through a connector. Third party systems are governed by your agreements with those providers, and Termsroom is not responsible for their acts, omissions, outages, pricing changes or discontinuation of interfaces on which a connector depends.

Subscriptions are sold through Paddle, which acts as merchant of record and handles payment, invoicing and sales tax. Payment processing, invoicing and tax determination are performed by Paddle under its own terms, and Termsroom does not warrant Paddle’s availability or the operation of its payment or tax systems.

4A. Files Termsroom writes into storage

Where you instruct it to, Termsroom writes files into storage: a copy of a version you tabled into the other party’s storage, a closing record into each party’s storage, and an evidence archive into your own. Each is read back and compared after writing, and the platform records whether that comparison succeeded. Termsroom does not warrant the continued existence, integrity, availability or retention of any file once it is in a storage location, does not control what that location’s owner subsequently does with it, and is not responsible for retention policies, permission changes, deletions or failures occurring there. A file written into another party’s storage is thereafter under that party’s control and not ours.

4B. Costing, statutory rates and clause numbering

Termsroom performs arithmetic on figures you supply and on statutory contribution rates it carries as published data. It does not verify your figures, does not audit your roster, does not determine which employees or members are properly included, and takes no position on whether your costing or the other party’s is correct. Costing output is an estimate produced from the inputs given to it and is not financial, actuarial, accounting, tax or labour relations advice.

Statutory rates are carried with the source and the date on which each was published, and the platform states where a rate or a levy is not carried rather than substituting an estimate for it. Rates change, sources are amended, and jurisdictions differ. You remain responsible for confirming the rates that apply to you before relying on any figure.

Where a document’s clause numbers are generated by the word processor rather than typed into the file, Termsroom reconstructs them from the document’s own numbering definitions and refuses the document where any label cannot be reproduced exactly. A reconstructed number is Termsroom’s reading of the file and is recorded as such. The party that tabled the document is responsible for confirming that those numbers match what its own software prints, and no warranty is given that an unconfirmed reconstructed number is the number a reader of the printed document would see.

5. Counterparties

Counterparties participate at no charge and are not Termsroom customers. Termsroom does not verify the identity, authority, mandate or credentials of any participant, does not warrant that a counterparty will join, remain, respond, act in good faith or agree to Termsroom participant terms, and is not responsible for what any participant does, says, uploads or discloses. You are responsible for admitting participants and for the consequences of doing so.

6. Availability, security and certifications

Except where an order form or service level schedule states otherwise, the platform is provided as is and as available. Termsroom does not warrant uninterrupted, error free or secure operation, and may perform scheduled and emergency maintenance. Features identified as beta, preview, pilot or early access are provided without warranty or service commitment and may be modified or withdrawn.

Termsroom applies the security measures described in its published security documentation. No system is completely secure and Termsroom does not warrant that unauthorised access, loss or disclosure of data will not occur. Statements about certification status describe the position as at the date stated and do not constitute a representation that any certification, attestation or report has been issued. Termsroom does not hold a SOC 2 report. Where readiness work is described, the stage and expected timing are stated on the trust page and are updated as they change.

7. Disclaimer of warranties

To the maximum extent permitted by law, and subject to section 9 of the Refund and Cancellation Policy, Termsroom disclaims all warranties, conditions, representations and terms of any kind, whether express, implied, statutory or otherwise, including implied warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, title, non infringement, accuracy, and any warranty arising from a course of dealing, usage or trade practice.

8. Limitation of liability

To the maximum extent permitted by law, and subject to section 9 of the Refund and Cancellation Policy:

1. neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, bargaining position, settlement value, or for the outcome of any negotiation, dispute, grievance, arbitration or proceeding, or for loss or corruption of data, in each case however caused and whether or not the party was advised of the possibility;
2. each party total aggregate liability arising out of or relating to the Agreement is limited to the fees paid or payable by you to Termsroom in the twelve months immediately preceding the first event giving rise to the claim; and
3. paragraphs 1 and 2 do not apply to your obligation to pay fees, to either party liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or to any liability that cannot be limited or excluded by law.

Breach of confidence and breach of the privacy obligations owed under the Agreement sit outside the cap in paragraph 2. As set out in section 11 of the terms of service, liability for those breaches is limited to the greater of the fees paid in the twelve months immediately preceding the first event giving rise to the claim and CAD 250,000.

9. Automated features

Certain features may use automated or machine learning systems. Their output may be inaccurate, incomplete or unsuitable for your circumstances, must not be relied on without human review by a qualified person, and does not constitute advice of any kind. You are responsible for reviewing and verifying all output before acting on it.

Termsroom does not use customer content to train models, and this is a contractual commitment rather than a statement of current practice.