TermsroomLegal

Draft, under legal review

These documents are drafts published for reference only. They are with our counsel for review and will change. They are not yet offered as, and should not be relied on as, binding terms. No customer has been asked to accept them and no payment is being taken against them.

We have published them early because a prospective customer’s procurement or privacy team should be able to read our position before we ask for their time. If something here concerns you, tell us. It is easier to change now than later. legal@termsroom.com

Draft 9 August 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 [LEGAL ENTITY NAME], a company incorporated in British Columbia, Canada (“we”, “us”). They apply between us and the organisation that subscribes (“you”, “the Customer”).

Where you purchase through a reseller or merchant of record, that party contracts with you for the payment. These terms still govern your use of the software.

2. What Termsroom is

Termsroom is software for managing a contract negotiation between two organisations. It creates three workspaces per negotiation, a private room for each party and one shared room. It compares versions of a document clause by clause, summarises what changed, maintains a risk register and keeps an audit record.

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.

To compare two versions our software must read their text into server memory. Nothing is written to disk or to a database and the process retains no state, but the text is present in memory during processing. We describe this in full at termsroom.com/trust.

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.

5. Fees

  • Subscriptions are annual and payable in advance unless we agree otherwise in writing.
  • 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 [X]% 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 defeat watermarking or the audit record, 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.

Where you purchase through a merchant of record, billing and payment queries go to 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.

[Under review: the appropriate treatment of breach of confidence and of privacy obligations, which the cap above currently covers. Counsel is advising.]

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 and risk register.

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.

[Under review: whether a public sector customer will accept this, and whether to offer a mediation step first.]

15. Contact

[LEGAL ENTITY NAME], [ADDRESS], British Columbia, Canada.
legal@termsroom.com · support@termsroom.com · security@termsroom.com