TermsroomLegal

Effective 22 September 2026

Terms of service

These terms govern use of Termsroom by an organisation that subscribes to it. Written for business customers; we do not sell to consumers.

1. Who these terms are between

Termsroom is operated by MarkR Management Inc., trading as Termsroom, a company incorporated in British Columbia, Canada (“we”, “us”). They apply between us and the organisation that subscribes (“you”, “the Customer”).

Subscriptions are sold through Paddle, which acts as merchant of record. Paddle contracts with you for the payment and handles invoicing and sales tax. These terms govern your use of the software.

2. What Termsroom is

Termsroom is software for managing a negotiation between two organisations. It creates three workspaces per negotiation, a private room for each party and one shared room. It records the versions each side tables, compares them clause by clause, summarises what changed, keeps an agenda and a record of sittings, maintains a risk register, provides each party with private working tools for its own mandate and its own costing, and keeps an audit record that either party can export and check for itself.

2.1 Termsroom is not a law firm

We do not provide legal advice. Termsroom’s summaries, classifications and risk scores are aids to review, not substitutes for it. The authoritative text of any agreement is always the document itself, not our description of it. You remain responsible for reading, understanding and agreeing your own contracts, and for taking your own legal advice.

2.2 Where your documents live

Your agreements are stored in a storage location that you own and control, inside your own cloud tenant, under your own credentials. We store pointers to those documents, cryptographic hashes of them, the structure and position of their clauses, our findings about what changed, and the audit record. We do not store your documents or the text of their clauses.

2.3 When our software opens one of your files

Comparing two versions does not open either of them. That comparison is performed from the stored clause structure alone, so no document is read and no clause text exists anywhere in the process.

There are three occasions on which our software opens a file you have pointed it at:

  • Indexing a version. The file is read once from your storage, hashed, and its clause structure recorded. If the hash does not match the one you asserted when you tabled it, nothing is recorded, the version is marked as a mismatch and both values are kept.
  • Copying a version to the other party. Where you table a version at the shared table, it may on your instruction be written into the other party’s own storage, read back from there as a separate request, and hashed again so that both copies can be shown to be identical.
  • Reading a roster for a costing. Where you point a costing at a payroll file in your own storage, it is read once, hashed, and its rows counted. What is recorded is the pointer, the hash and the row count. See section 3 of our privacy notice, because that file will contain personal information about your employees or members.

In each case the file is present in server memory during processing only. Nothing is written to disk or to a database, and the process retains no copy. We describe this in full at termsroom.com/trust.

2.4 What we write into storage

At the close of a negotiation, and at your request during one, Termsroom writes files into storage you control: the closing record, and an archive of evidence containing the agreement’s fingerprint, your own audit chain, the agenda, the version history and the tool needed to check the chain. Each is written and then read back and compared before it is described as verified. These are our files placed in your storage, and once there they are yours and subject to your own retention.

3. Your account and your people

  • Accounts are for named individuals. Shared logins are not permitted, because the audit record attributes every action to a person.
  • You are responsible for who you invite to your rooms, and for removing them when they no longer need access.
  • You must tell us promptly if you believe an account has been compromised.

4. The other side of a negotiation

A negotiation has two parties. The organisation you are negotiating with may use Termsroom for that negotiation at no charge, subject to separate access terms they accept on entry.

  • Each party controls the membership of its own private room. We do not disclose the membership or contents of one party’s private room to the other.
  • We are neutral between the parties. We do not act for either side and will not take instructions from one party about the other’s material.
  • Material you place in the shared room is visible to the other party. That is its purpose. Consider before you put something there.
  • A version you table at the shared table may, on your instruction, be copied into the other party’s own storage so that they hold their own copy of what they were given. Nothing from a private room is ever copied anywhere.

The access terms a joining party accepts are sections 1, 2, 3, 4, 6, 7 and 10 of this document: who the agreement is with, what Termsroom is, named accounts, this section, acceptable use, confidentiality, and our security position. The sections that describe a paid subscription are not put to them, because they are not paying for one.

5. Fees

  • Subscriptions are annual and payable in advance unless we agree otherwise in writing.
  • Subscriptions are sold through Paddle as merchant of record. Paddle takes the payment, issues the invoice, and calculates, collects and remits sales tax on the subscription.
  • Subscriptions renew automatically for a further year unless either of us gives written notice at least 30 days before the renewal date.
  • We may increase fees on renewal, with at least 60 days notice, by no more than 5% in any year.
  • Refunds are governed by our refund policy.

6. What you may not do

Our acceptable use policy forms part of these terms. In summary: do not break the law, do not attempt to reach another party’s private room, do not attempt to alter the audit record or the identifying code on a record we issued you, do not connect storage that is not your organisation’s, do not resell the service, and do not use it to store material you have no right to hold.

7. Confidentiality

Each of us will keep the other’s confidential information confidential and use it only to perform these terms. Ours includes the software and anything we tell you about how it works; yours includes everything you put into Termsroom.

We will not access your material except as necessary to provide, secure or support the service, or where we are legally required to. Where a third party demands access to your material through legal process, we will tell you before producing anything unless we are prohibited from doing so, and will give you the opportunity to object.

8. Ownership

  • Your content is yours. Your documents, your annotations, your risk register. We claim no ownership of them.
  • The software is ours. These terms grant you a right to use it, not any ownership of it.
  • Findings. Our analysis of what changed between versions is generated by our software. We grant you a perpetual right to use it for your own purposes.
  • We will not use your material to train models, and we will not include your data in any benchmark or aggregate product without your written agreement.
  • If you give us feedback we may use it freely, without obligation to you.

9. Availability and support

We aim for 99.5% monthly availability, excluding planned maintenance notified in advance. Support is by email at support@termsroom.com, with a first response within one business day.

Billing, invoice and payment queries go to Paddle as merchant of record, and we will help you reach them. Everything about the product itself comes to us.

10. Security and our compliance position

We publish our controls, our sub-processors and our audit position at termsroom.com/trust, and keep it current.

We do not currently hold a SOC 2 report. Our SOC 2 Type I audit is scheduled for October 2026 and our Type II report is expected in February 2027. We are willing to commit to those dates in a contract, with a remedy if we miss them.

We will notify you without undue delay, and in any event within 72 hours of becoming aware, of any security incident affecting your material.

11. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Subject to that, neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, and each party’s total liability in any twelve-month period is limited to the fees paid or payable by you in that period.

A breach of the confidentiality obligations in section 7, and a breach of the privacy obligations owed under these terms and our privacy notice, sit outside the general cap in the paragraph above. Liability for those breaches is instead limited, for each party, 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.

Open point. The caps above are expressed as fees paid, which is a figure that computes to nothing for a party who joins a negotiation and pays us nothing for it. The position that should apply to such a participant is being settled with counsel. This section is therefore not among the sections a joining party is asked to accept, and we will publish the wording when it is agreed.

12. Ending the agreement

  • Either of us may end it at the end of a term by giving 30 days notice.
  • Either of us may end it immediately if the other commits a material breach and does not fix it within 30 days of being told.
  • On termination your access stops. Your documents are unaffected: they are in your own storage and always were.
  • For 90 days after termination we will, on request, give you an export of the record we hold: the audit trail, clause index, findings, risk register, agenda and the record of sittings. Your own audit chain is available for export at any time while your account is active, without asking us.
  • Any closing record or evidence archive already written into your storage is unaffected, because it is in your storage and not ours.

13. Changes to these terms

We may change these terms on 30 days notice. If a change materially disadvantages you, you may terminate before it takes effect and we will refund the unused part of your term.

14. Law and disputes

These terms are governed by the laws of British Columbia and the federal laws of Canada applicable there, and the courts of British Columbia have exclusive jurisdiction.

15. Contact

MarkR Management Inc., Suite 315, 1627 Fort Street, Victoria, British Columbia, Canada.
legal@termsroom.com · support@termsroom.com · security@termsroom.com