This End User License Agreement (“Agreement” or “EULA”) is a legal agreement between DealDoctor PLLC (“Licensor”, “we,” “us,” or “our”) and you, the individual or entity accepting this Agreement (“Licensee”, “Customer”, “you” or “your”) each a “Party” and collectively the “Parties.” This Agreement governs your access to and use of CARMAI™ Word Plugin and CARMAI™ Web Application, and any associated component, variations, versions, updates, patches, data and documentation (each individually and/or collectively, CARMAI™ or the “Software”). This Agreement is effective as of the date you click “I Agree” or first access or use the Software (the “Effective Date”).
Eligibility. If you are accepting this Agreement on behalf of an entity, you represent that you have the authority to bind that entity. You must be an individual 18 years or older, or an entity authorized to do business under applicable law.
BY CLICKING “I AGREE”, INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK “I DO NOT AGREE”, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.
IMPORTANT: AI USAGE DISCLAIMER
Capitalized terms used in this disclaimer have the meanings given to them in Section 1 (Definitions) below.
BEFORE USING CARMAI™, PLEASE READ THE FOLLOWING IMPORTANT INFORMATION:
NOT LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE
CARMAI™ is an AI-powered software platform. It is NOT a substitute for professional legal, financial, tax, compliance, or other professional advice. No attorney-client, auditor-client, advisor-client, or fiduciary relationship is created between Licensor and you by your use of the Software.
AI OUTPUT REQUIRES HUMAN REVIEW
Output generated by AI Features may be inaccurate, incomplete, misleading, outdated, or unsuitable for your specific circumstances. AI may miss and/or fabricate important terms, issues, or risks. A qualified professional MUST review and validate all Output before any reliance for business, legal, compliance, financial, operational, or any decisions.
YOUR RESPONSIBILITY
You are solely responsible for:
(a) All decisions made based on Output.
(b) Ensuring your use complies with your organization’s policies and applicable laws.
(c) Verifying that you have the right to process any content you provide.
(d) Configuring AI providers, prompts, and workflows for your needs.
PROFESSIONAL GUIDANCE
For legal advice regarding contracts, obligations, or compliance matters, consult a qualified attorney licensed in your jurisdiction.
CUSTOMER COMPLIANCE RESPONSIBILITY
Customer is solely responsible for all legal, regulatory, and compliance determinations relating to its use of the Software, including without limitation: (a) whether Output is fit for any particular purpose or jurisdiction; (b) whether the CARMAgree™ electronic signature service is appropriate, legally enforceable, and sufficient for any particular transaction, jurisdiction, or regulated industry (including but not limited to financial services, healthcare, real estate, government contracting, and consumer transactions); (c) whether Customer has verified the identity of each signer and obtained all required additional consents, witness signatures, notarizations, or recordings; and (d) whether Customer's use of the Software complies with Customer's legal and compliance obligations, own internal policies, and professional obligations. Licensor does not provide legal advice on any of the foregoing.
The following capitalized terms have the following meanings:
1.1 “Account Data” means information you provide to create and maintain your account, including name, email address, organization name, and payment information.
1.2 “AI Features” means any functionality of the Software that generates, summarizes, extracts, classifies, or recommends content using AI augmented, machine learning, large language models, or similar methods, including Cloud AI Providers.
1.3 “Authorized Users” means the individuals you authorize to use the Software under your account or license.
1.4 “CARMAlly™” means the AI augmented assistant within the Software.
1.5 “Cloud AI Provider” means a third-party artificial intelligence service (such as but not limited to Anthropic, OpenAI, Google, or Microsoft) used to process anonymized content. By default, Licensor provides Cloud AI processing as part of the Software. You may optionally configure your own Cloud AI Provider credentials in Settings (“Bring Your Own Key” or “BYOK”).
1.6 “Confidential Information” means any non-public information disclosed by either Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes Customer Data, the terms of this Agreement, and the Software. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known and can be proven with reasonable evidence that it was known to the receiving Party before disclosure; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without legal or contractual restriction.
1.7 “Customer Corpus” means the private knowledge base generated from your Customer Data, used to improve accuracy and relevance of Output for your organization. The Customer Corpus is built through anonymized context enrichment and is exclusive to your organization.
1.8 “Customer Data” means all data, documents, files, text, and other content that you provide to or create using the Software but excluding the Software.
1.9 “Derived Data” means anonymized, aggregated statistical information compiled from Service Data that does not identify and cannot reasonably be used to identify any individual, organization, or third party.
1.11 “Documentation” means user guides, manuals, and help materials provided with the Software.
1.12 “Input” means any content you provide to or upload to the Software.
1.13 “Permitted Use” means use of the Software by and through Authorized Users in accordance with the applicable Order and the Documentation.
1.14 “Order” means any order form, purchase agreement, or online subscription for the Software or that references this Agreement and specifies the products, fees, number of authorized Users, and other commercial terms applicable to your Subscription.
1.15 “Output” means any information, output, actions, and/or activities, produced or generated by CARMAI™ and/or any content generated by AI Features in response to your Input.
1.16 “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection law.
1.17 “Service Data” means anonymized, non-personal telemetry data about your use of the Software, such as feature usage counts, error reports, and application diagnostics. Service Data is designed not to include Customer Data, Input, Output, or information that identifies you, your organization, or any specific document.
1.18 “Software” means the CARMAI™ software platform, including the CARMAI™ Word Plugin and CARMAI™ Web Application, and all associated components, variations, versions, updates, patches, data and Documentation.
1.19 “Subscription” means your active, paid right to use the Software as specified in the applicable Order subject to the terms of this Agreement.
1.20 “Third-Party Services” means services not controlled by us, including Microsoft 365 services, payment processors, and Cloud AI Providers.
1.21 “User” means any individual who uses the Software on your behalf or through your account, whether authorized or not.
1.22 “Web Application” means the cloud-hosted version of the Software accessed through a web browser, provisioned as a dedicated instance for each Customer.
1.23 “Word Plugin” means the Microsoft Word add-in version of the Software that operates within Microsoft Word.
(a) Your privacy is important to us. Please read the CARMAI™ Privacy Policy at https://carmai.app/privacy (the “Privacy Policy”) which is incorporated herein by reference. The Privacy Policy describes the types of data we collect from you and your devices, how we use your data, and the legal bases for processing. By agreeing to this Agreement, you consent to our collection, use, and disclosure of data as described in the Privacy Policy.
(b) By creating an account, submitting Account Data, or using the Software, you consent to and authorize Licensor (and its service providers acting on its behalf) to collect, store, access, transmit, and otherwise process Account Data for the following purposes: (i) provisioning, authenticating, and administering your account and Authorized Users; (ii) providing, securing, maintaining, and supporting the Software; (iii) processing subscriptions, payments, invoicing, and fraud prevention; (iv) communicating with you about the Software and related services, notices, updates, and support; (v) complying with applicable law and enforcing this Agreement.
Licensor will process Account Data in accordance with its Privacy Policy. To the extent applicable, any Data Processing Addendum (DPA) between the parties governs Licensor’s processing of Account Data on your behalf and controls in the event of conflict.
(c) You further agree and consent that Licensor may use Service Data solely to operate, maintain, secure, and support the Software (including troubleshooting and bug fixes) and to comply with law.
(a) Grant. Subject to your compliance with this Agreement and, if applicable, payment of all fees under the applicable Order, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable term specified in the applicable Order to use the Software solely for the Permitted Use, within the scope, user/seat counts, feature tiers, usage caps, and other limitations set forth in the applicable Order.
Permitted use of the Software under this Agreement may include one or more of the following, as specified in the applicable Order: (i) Access to and use of the CARMAI™ Web Application; or (ii) Installation, enabling, and use of the CARMAI™ Word Plugin in supported environments, solely to access and use the Software as permitted by this Agreement.
You may permit access to and use only by Authorized Users acting on your behalf, and you are responsible for their compliance with this Agreement and all applicable Order limits.
(b) Users. You may permit the number of Authorized Users specified in the Order to use the Software solely for the Permitted Use. You are responsible for all Authorized Users’ use of the Software, including unauthorized conduct and any conduct that would violate this Agreement.
(c) Documentation. You may reproduce and use the Documentation solely as necessary to support Authorized Users’ use of the Software.
(d) Restrictions. This license does not give you any right to, and you may not:
(i) copy, modify, or create derivative works of the Software;
(ii) reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law;
(iii) sublicense, sell, resell, rent, lease, or distribute the Software, or make it available as a service bureau or for time-sharing;
(iv) use the Software to build, train, benchmark, or improve a competing product or service, or to copy any ideas, features, functions, or graphics of the Software;
(v) remove or alter any proprietary notices, trademarks, or labels;
(vi) bypass or disable any security, licensing, or usage limits in the Software;
(vii) share credentials, provide passwords to any third party, or allow multiple individuals to access through a single User account;
(viii) attempt to gain unauthorized access to any systems, networks, or data used by the Software or Licensor;
(ix) transmit viruses, malware, or any code designed to disrupt, damage, or gain unauthorized access to software or hardware;
(x) engage in web scraping, data scraping, or automated data collection on or related to the Software;
(xi) perform security or penetration testing of the Software without our prior written consent;
(xii) process personal data of children under 13 years of age (or the applicable age of digital consent) in the Software;
(xiii) store payment card information in the Software;
(xiv) use Output to develop software or AI models that compete, in whole or in part, with the Software;
(xv) misrepresent Output as entirely human-generated when it is not or attribute such Output to Licensor;
(xvi) use the Software in a way that violates applicable laws or Third-Party Services terms (including Microsoft terms).
(e) Feature Revisions. We may revise Software features at any time, including by removing features, provided such revisions do not materially degrade the Software during the current Subscription term.
(f) Updates. We may provide updates, patches, bug fixes, and new versions of the Software. You agree that we may automatically install updates where technically feasible or required for security or compatibility. Such updates are subject to this Agreement unless other terms accompany the updates.
(g) Support. Support is provided as described in an Order or our support policy at https://carmai.app/support. If no support terms are specified in your Order, support is not included.
(h) Suspension. We may suspend your access to the Software immediately and without advance notice if: (i) you breach this Agreement; (ii) your use poses a security risk; (iii) required by law or a platform provider; or (iv) necessary to prevent harm to others or the Software.
(a) Compliance with Laws. You will comply with all applicable laws, including data protection and privacy laws.
(b) Non-Lawyer Reliance. You will not solely rely on Output as legal advice and will ensure that any Output is reviewed by a qualified attorney.
(c) Rights and Consents. You confirm that you have all necessary rights, consents, and authorizations to provide Customer Data and to authorize us to process it as contemplated by this Agreement.
(d) Customer Data Accuracy. You are responsible for the accuracy, quality, and legality of Customer Data. We are not responsible for the accuracy of Customer Data you upload or provide to the Software.
(e) Unauthorized Access. You will take reasonable steps to prevent unauthorized access and will notify us immediately of any known or suspected unauthorized use or breach of security.
(f) Backup Responsibility. You are responsible for maintaining your own backup copies of Customer Data in accordance with good business practice. We recommend that you regularly back up Customer Data stored on or processed by the Software.
(g) Marketing and Promotion. Unless you notify us otherwise in writing, you permit us to use your name and logo to identify you as a customer in our marketing materials, including on our website and in social media. We will comply with any reasonable brand guidelines you provide in writing.
(a) Subscription Fees. You will pay the fees stipulated in each Order (“Subscription Fees”). Except as otherwise specified, Subscription Fees are based on services purchased and not actual usage, payment obligations are non-cancelable, and fees paid are non-refundable.
(b) Payment Terms. All fees are due as specified in the Order. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
(c) Suspension for Non-Payment. We may suspend your access without notice if any Subscription Fees are overdue by seven (7) days or more, until paid.
(d) Taxes. Subscription Fees are exclusive of applicable taxes, duties, tariffs, or other governmental charges (“Taxes”). You are solely responsible for all applicable Taxes.
(e) Renewal. Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the current term, Subscriptions automatically renew for successive periods equal to the initial term.
The CARMAI™ Software is available in multiple forms. This Section 6 sets forth terms that apply to all forms of the Software, followed by product-specific terms in Sections 6.a and 6.b. Product-specific terms govern if there is any conflict with the common terms below.
(a) Privacy Architecture and Anonymization. The Software is designed with a privacy-first architecture. When AI analysis is performed, the Software applies commercially reasonable anonymization processes to document content before transmitting it to Cloud AI Providers for processing. Licensor's analysis server receives document text, applies anonymization designed to strip personally identifiable information, and routes the resulting anonymized text to a Cloud AI Provider. Results are returned to the Software where original references are restored. Licensor does not intentionally transmit unredacted document text directly to Cloud AI Providers as part of standard platform operations.
(b) Third-Party Services. The Software depends on Microsoft 365 (for the Word Plugin), cloud AI providers, hosting providers, authentication services, and other third-party services, collectively, Third-Party Services. Your use of Microsoft products and any other Third-Party Services is governed by the applicable third-party terms, policies, licenses, account requirements, and service limitations.
We do not control Third-Party Services and are not responsible for their availability, performance, security, accuracy, compatibility, continuity, outages, changes, restrictions, suspensions, discontinuation, API behavior, model behavior, data handling, or other acts or omissions.
Third-Party Services may change or become unavailable at any time, which may affect, limit, interrupt, or disable the Software or certain features. To the fullest extent permitted by law, we disclaim liability for any loss, delay, interruption, error, incompatibility, reduced functionality, data issue, business impact, or inability to use the Software arising from or relating to any Third-Party Services.
You are responsible for maintaining all required accounts, licenses, permissions, configurations, internet access, and system requirements needed to use the Software. Unless you separately configure the Software to use your own cloud AI provider account, keys, endpoints, or related services, the Software will use our configured cloud AI provider integrations. If you elect to use your own cloud AI provider or other third-party service, you are solely responsible for obtaining, maintaining, securing, and paying for all required accounts, credentials, API keys, permissions, usage limits, configurations, and third-party access. We do not warrant that the Software will remain compatible with any current or future Microsoft 365 environment, cloud AI provider, API, endpoint, model, policy, configuration, or other Third-Party Service.
(c) AI Processing. The Software applies the anonymization process described in Section 6(a). Limited Cloud AI processing is included in your Subscription and is managed through the CARMAI™ credits system described in Section 6(i). Additional credit packs may be purchased separately. You may optionally configure your own Cloud AI Provider credentials in Settings (“BYOK”). We do not intentionally retain Cloud AI prompts or responses after processing is complete.
(d) Licensor Access. Unless required by law, we do not access your instance or Customer Data without your prior written consent and may do so solely as necessary to provide, maintain, support, and secure the Software.
(e) Security. We maintain industry-standard administrative, technical, and physical safeguards to protect Customer Data, including encryption in transit and at rest, access controls, and regular security assessments. No method of transmission or storage is 100% secure.
(f) Dedicated Instance. Customers with a database-tier Subscription are provisioned with a dedicated, isolated database instance. Your instance of CARMAI™ and your Customer Data are designed to be separate from any other Customer's data. If you use the Software to manage multiple client engagements (for example, as a law firm, consulting firm, or accounting firm), you are solely responsible for managing access controls and maintaining appropriate confidentiality barriers between your client engagements in accordance with your professional obligations. You are solely responsible for determining the legal basis for processing your clients' data, obtaining required consents, and complying with your professional obligations. As between you and Licensor, you are the data controller with respect to your clients' data; we process it solely on your behalf and in accordance with this Agreement.
(g) Data Residency. For customers with a Licensor-hosted instance, we will inform you of the geographic region in which your instance is hosted. You are responsible for ensuring the hosting region meets your regulatory requirements.
(h) Service Availability. We will use commercially reasonable efforts to maintain availability of the Software's server infrastructure at not less than 99.9% per calendar month, excluding scheduled maintenance and events beyond our reasonable control.
(i) CARMAI™ Credits. Each subscription plan includes a monthly allocation of CARMAI™ credits as specified in the applicable Order. Credits are consumed when the Software processes AI-powered requests. Additional credit packs may be purchased and are added to the current billing cycle allocation upon activation. All CARMAI™ credits expire at the end of each billing cycle, do not roll over between billing cycles, and are non-refundable. Customers who configure their own Cloud AI Provider credentials (“BYOK”) under Section 6(c) are not subject to credit limits.
In addition to the common terms above, the following terms apply to the Word Plugin:
(i) Microsoft 365. The Word Plugin requires a valid Microsoft 365 subscription (or compatible Microsoft Office license). You are solely responsible for obtaining, paying for, and maintaining your Microsoft 365 subscription. Your Subscription Fees do not include any Microsoft licensing costs.
(ii) Microsoft Platform Dependencies. The Word Plugin relies on Microsoft 365 services, Microsoft Word, Microsoft Office add-in functionality, and Microsoft APIs. Your relationship with Microsoft is governed by Microsoft's applicable terms. Microsoft may change its services, APIs, or requirements at any time, and we are not responsible for any impact such changes may have on the Word Plugin's functionality.
Enterprise customers may elect to host their CARMAI™ database on their own infrastructure (“Self-Hosted Database” or “BYOD”). This feature is available only on the Enterprise tier and is subject to the following terms.
(i) Database Provisioning. Licensor will create a new CARMAI™ schema (the “CARMAI Database”) at the database server location specified by Customer at registration. The CARMAI Database is a new, standalone database created exclusively for use by the Software. Licensor does not intend to access, modify, or interact with any pre-existing databases on Customer's infrastructure.
(ii) Required Access. Customer must provide Licensor with database credentials sufficient to create tables, read, write, and modify records, and execute schema migrations within the CARMAI Database. Licensor requires no administrative access to Customer's database server. Customer must ensure network connectivity between Licensor's application server and Customer's database server as described in the BYOD Setup Documentation. Customer is solely responsible for configuring network access and firewall rules to permit this connection.
(iii) Architecture. Customer Data is stored in the CARMAI Database.
(iv) Customer Infrastructure Responsibility. For customers using BYOD, the 99.9% Service Availability commitment in Section 6(h) applies to Licensor's application layer only. The availability, performance, reliability, and security of Customer's database server are solely Customer's responsibility. Licensor is not responsible for any downtime, data loss, or service degradation caused by Customer's database infrastructure. Customer is solely responsible for backup, recovery, and maintenance of the CARMAI Database on Customer's infrastructure.
(v) Schema Migrations. Upon Software updates that require database schema changes, Licensor will use commercially reasonable efforts to execute migration scripts against the CARMAI Database. Licensor will provide advance notice of planned migrations. Customer is responsible for ensuring the CARMAI Database is accessible and backed up prior to migration.
(vi) Data Processing Agreement. BYOD customers are subject to the Data Processing Agreement available at https://carmai.pro/dpa, which is incorporated by reference into this Agreement.
The following terms apply to all AI Features across all products:
(i) No AI Training. We do not knowingly use your Customer Data, Input, Output, or any content derived from your documents to train, fine-tune, or improve any AI or machine learning model. Your Customer Corpus (Section 1.7) is used solely for context enrichment to improve Output relevance for your organization and is not intended to be used to train models.
(ii) No Third-Party Sharing. We do not currently sell, rent, trade, or share your Customer Data with any third party, except as necessary to provide the service, as required by law, or as described in this Agreement.
(iii) No Commingling. We use commercially reasonable efforts not to commingle your Customer Data with any other Customer's Customer Data, regardless of product.
(iv) Similar Output. AI Features may generate similar or identical Output for different customers based on similar Input. Output generated for other customers is not your Customer Data.
(v) AI Makes Mistakes. AI Features may produce incorrect Output that does not accurately reflect real people, places, facts, or laws. You must use qualified human review to identify and correct errors before reliance.
(vi) Data Processing Agreement. Customers with a database-tier Subscription are subject to the Data Processing Agreement at https://carmai.pro/dpa, incorporated by reference into this Agreement. Word Plugin customers transmit document text to Licensor's analysis server, where Licensor applies commercially reasonable anonymization processes (designed to strip personally identifiable information) before transmitting the resulting text to Cloud AI Providers for processing. Because the text transmitted to Cloud AI Providers is designed to be anonymized and is not intended to constitute Personal Data, Word Plugin customers are generally not subject to the DPA. Licensor does not intentionally transmit unredacted document text directly to Cloud AI Providers as part of standard platform operations. Notwithstanding the foregoing, the CARMAgree™ Electronic Signature Service described in Section 6.d involves server-side storage of CARMAgree™ data for all Subscribers (including Plugin-only Subscribers). This is the sole exception to the general principle that Plugin-only Subscribers have no server-side storage of Customer Data.
(vii) Market Intelligence. We reserve the right to use anonymized, non-identifiable clause data from analyses to improve our benchmarking capabilities for all customers. If we implement this feature, we will provide an opt-out mechanism in Settings and notify you in advance. Opting out would prevent future contributions but would not affect previously contributed anonymous data.
(viii) CARMAlly™ Conversation Storage. For customers with a database-tier Subscription, CARMAlly™ conversations (questions and responses) are stored in your organization's dedicated database instance, retained for the period configured by your administrator (default: 90 days). Administrators may view conversation history for compliance and audit purposes. You may export or delete your conversations at any time. For Plugin-only customers without a database-tier Subscription, CARMAlly™ conversations exist only during the active session and are not stored on DealDoctor servers or retained on your device after the session ends. In all cases, conversation content is not intended to be shared with other customers or used to train AI models.
(ix) Cookies. The Software uses a session cookie (carmai_sid) to maintain your authenticated session. This cookie is classified as strictly necessary for the operation of the Software and does not require separate consent. The cookie is configured with HttpOnly and Secure attributes, expires after 24 hours, and cannot be accessed by third-party scripts. The Software does not use advertising, tracking, or analytics cookies.
(x) Data Deletion Rights. For customers with a database-tier Subscription, you may: (a) delete individual CARMAlly™ conversations at any time; (b) bulk-clear all conversation history (requires double confirmation); (c) bulk-clear audit trail data (requires double confirmation); (d) export conversations before deletion; and (e) configure automatic retention periods (30, 90, 365, or 1095 days) after which data is automatically purged. These controls are available to administrators in Settings.
(xi) Audit Trail. For customers with a database-tier Subscription, the Software maintains an audit trail of user actions, document events, and administrative activities in your organization's dedicated database instance. Audit trail data is retained for the same period as CARMAlly™ conversations (configured by your administrator, default: 90 days). Administrators may view, export, and clear audit trail data. Plugin-only customers without a database-tier Subscription do not have server-side audit trail storage.
The following terms apply to CARMAgree™, the electronic signature service integrated with the Software, and govern over conflicting language elsewhere in this Section 6 as applied to CARMAgree™ data.
(i) Service Overview. CARMAgree™ enables Authorized Users to send documents for electronic signature by internal and external signers. The service records each signer's name and email, signing actions and timestamps, and produces an executed PDF with an audit record.
(ii) Storage by Subscription Tier.
(A) Plugin-only Subscribers. CARMAgree™ signed documents and related data are stored in CARMAsigned™, a database shared across Plugin-only Subscribers with logical separation between each Subscriber's data.
(B) Plugin+DB, Professional, and Enterprise Subscribers. CARMAgree™ signed documents and related data are stored in Customer's own dedicated database with physical separation from other Subscribers.
(iii) Retention and Post-Termination Grace. CARMAgree™ data is retained for the duration of Customer's active Subscription. Upon cancellation or termination, Customer has sixty (60) days to export CARMAgree™ data through the Software. After that period, CARMAgree™ data is permanently deleted.
(iv) ESIGN and UETA Compliance. Electronic signatures captured via CARMAgree™ are intended to comply with the U.S. Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act as adopted by each applicable State. Each signer consents to electronic signing before signing.
(v) Customer Responsibilities. Customer is solely responsible for: (A) verifying the identity of each signer before sending a document for signature; (B) ensuring the transaction is one in which an electronic signature is legally enforceable, and obtaining any additional consents, witnesses, notarizations, or recordings required by law; (C) reviewing each executed document before relying on it; and (D) retaining copies of executed documents in accordance with Customer's own record-retention obligations.
(a) Your Data. As between the Parties, you own all Customer Data. Nothing in this Agreement transfers ownership of your Customer Data to Licensor.
(b) License to Customer Data. You grant us a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, transmit, and display Customer Data solely to provide the Software and related services. For the Word Plugin, this applies only to limited transmissions (such as license validation). For customers with a database-tier Subscription, this applies to hosting, storage, processing, and backup. This license terminates upon termination of this Agreement, subject to Section 13(c).
(c) Derived Data. We may compile, aggregate, use, and disclose Derived Data for our lawful business purposes, including benchmarking, analytics, and marketing (e.g., “CARMAI™ users analyze thousands of contracts per month”), provided that no Derived Data will identify or can reasonably be used to identify you, your organization, or any third party. We own all right, title, and interest in Derived Data.
(d) We will treat Customer Data as Confidential Information under Section 9 and will not disclose it to other customers or third parties except as provided in this Agreement.
(e) Data We Collect. We collect Account Data to provide and manage the Software. We may collect Service Data to improve the Software; you may disable Service Data collection in Settings. For details, see the Privacy Policy at https://carmai.app/privacy.
(a) Licensor’s IP. We retain all right, title, and interest in the Software, including all intellectual property rights. This Agreement does not grant you any IP rights except as specifically authorized herein.
(b) Output. You retain your rights in your Input. You may use Output for the Permitted Use. We do not claim ownership of your Output. However, we make no representation that Output will be non-infringing or suitable for any particular use.
(c) Feedback. If you provide suggestions, feature requests, or feedback (“Feedback”), you grant us a worldwide, royalty-free, perpetual, irrevocable license to use, modify, and incorporate Feedback into the Software without obligation or compensation. Feedback is not your Confidential Information.
(a) Non-Disclosure. The receiving Party will not use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement. The receiving Party will not disclose Confidential Information without the disclosing Party’s prior written consent, except to employees and contractors bound by confidentiality obligations no less protective than this Section 9.
(b) Protection. The receiving Party will protect Confidential Information with the same degree of care it uses for its own confidential information, but with no less than reasonable care.
(c) Compelled Disclosure. The receiving Party may disclose Confidential Information as required by law, provided it gives the disclosing Party prompt notice and reasonably cooperates in seeking a protective order.
(d) Return and Destruction. Upon termination or written request, the receiving Party will promptly return or destroy all Confidential Information, except copies required by law or in ordinary-course backups.
(e) Equitable Relief. Each Party acknowledges that: (i) no adequate remedy exists at law for a breach of this Section 9; (ii) a breach would cause irreparable harm; and (iii) the disclosing Party will be entitled to seek injunctive or equitable relief without posting bond. This does not limit either Party’s right to any other remedies.
(f) Survival. Obligations under this Section 9 survive termination for five (5) years, or for so long as the information remains a trade secret, whichever is longer.
(a) Licensor’s Representations and Warranties. We represent and warrant that:
(i) Authority and Ownership. We have full power and authority to grant the rights in this Agreement, and we are the owner of the Software or hold a valid license to it.
(ii) Performance. During your active Subscription, the Software will perform substantially in accordance with the Documentation. If the Software fails to conform to this warranty, your sole and exclusive remedy is for Licensor to use commercially reasonable efforts to correct the non-conformity, or, if Licensor is unable to do so within a reasonable time, to terminate your Subscription and refund any prepaid Subscription Fees for the unused portion of the Subscription term.
(iii) Anonymization. Licensor will use commercially reasonable efforts to apply its anonymization process to document text before transmission to Cloud AI Providers, as described in Section 6 and the Privacy Policy. This warranty does not guarantee that anonymization will be complete or error-free in every instance, but Licensor will maintain and improve its anonymization processes using commercially reasonable efforts.
(iv) Security. Licensor will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure, consistent with industry practices for cloud-based software services.
(v) Compliance. Licensor will comply with applicable laws in providing the Software and related services.
(vi) Open Source Software; Third-Party Components. The Software may include or be provided with certain third-party software components, including open source software (“OSS”). OSS components are licensed to you under the terms of the applicable open source licenses, not this Agreement, and those licenses may grant you additional rights. To the extent there is a conflict between this Agreement and an applicable OSS license with respect to an OSS component, the OSS license will control for that OSS component.
(b) IP Warranty Remedy. If we become aware that the Software may infringe a third party’s intellectual property rights, we may at our option: (i) modify the Software to make it non-infringing; (ii) replace the Software with a functionally equivalent non-infringing alternative; or (iii) if neither is commercially practical, terminate this Agreement and refund prepaid Subscription Fees for the remaining term. This Section 10(b) states our entire obligation regarding intellectual property claims.
(c) Customer’s Representations and Warranties. You represent and warrant that: (i) you have full right and authority to enter into this Agreement; (ii) you have accurately identified yourself; (iii) you are an individual 18 years or older, or an entity authorized to do business under applicable law; and (iv) you have all necessary rights, consents, and authorizations to provide Customer Data and to authorize us to process it as contemplated by this Agreement.
(d) AI OUTPUT DISCLAIMER -- IMPORTANT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PURPOSE OF ANY AI-GENERATED OUTPUT. AI-GENERATED OUTPUT MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, HALLUCINATIONS (FABRICATED INFORMATION THAT APPEARS PLAUSIBLE), OR INCOMPLETE INFORMATION. A QUALIFIED PROFESSIONAL MUST REVIEW AND VALIDATE ALL OUTPUT BEFORE ANY RELIANCE. THE WARRANTIES IN SECTION 10(a) APPLY TO THE SOFTWARE’S FUNCTIONALITY AND PROCESSES, NOT TO THE CORRECTNESS OF AI-GENERATED OUTPUT.
(e) GENERAL DISCLAIMER.
EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10(a), TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE, AI FEATURES, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT: (A) THE SOFTWARE WILL PRODUCE ACCURATE OR RELEVANT CONTENT OR PERFORM WITHOUT INTERRUPTION OR ERROR; (B) THE SOFTWARE IS SECURE FROM HACKING OR UNAUTHORIZED INTRUSION; (C) OUTPUT WILL BE SATISFACTORY; OR (D) ANY THIRD-PARTY SERVICE (INCLUDING CLOUD AI PROVIDERS) WILL REMAIN AVAILABLE.
Some jurisdictions do not allow certain disclaimers; in that case, these disclaimers apply to the fullest extent permitted.
(a) Indemnification by Licensor. Licensor will defend you against any third-party claim alleging that the Software (excluding Output, Customer Data, Third-Party Services, and open source components) infringes a third party’s patent, copyright, or trademark, and will indemnify you against any damages finally awarded by a court of competent jurisdiction or agreed to in a Licensor-approved settlement. If the Software becomes, or in Licensor’s opinion is likely to become, the subject of an infringement claim, Licensor may at its option: (i) obtain the right for you to continue using the Software; (ii) modify or replace the Software to make it non-infringing; or (iii) if neither is commercially practical, terminate your Subscription and refund prepaid Subscription Fees for the unused portion of the Subscription term. This Section 11(a) states Licensor’s entire liability for intellectual property infringement. Licensor has no obligation under this Section 11(a) to the extent a claim arises from: (x) your modification of the Software; (y) your combination of the Software with products, services, or data not provided by Licensor; or (z) your use of the Software in violation of this Agreement.
(b) Indemnification by Customer. You will indemnify, defend, and hold harmless Licensor from third-party claims arising out of: (i) your Input or Customer Data, including allegations that Customer Data infringes or violates third-party rights; (ii) your use of Output in a manner that violates applicable law or third-party rights; (iii) your material violation of this Agreement; or (iv) your violation of any applicable law or regulation in connection with your use of the Software.
(c) Indemnification Cap. Each Party’s aggregate indemnification obligations under this Section 11 are subject to the limitation of liability set forth in Section 12.
(d) Procedures. The indemnified Party will promptly notify the indemnifying Party, allow control of the defense and settlement, and provide reasonable cooperation. The indemnifying Party may not settle any claim requiring an admission of fault by the indemnified Party without prior written consent.
(a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) AGGREGATE LIABILITY CAP. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO LICENSOR FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
(c) Essential Basis. You acknowledge that Licensor has set its prices and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties herein, which form an essential basis of the bargain between the Parties.
(d) Exceptions. Nothing in this Agreement limits liability that cannot be limited under applicable law.
(a) Term. This Agreement begins when you first install or access the Software and continues until terminated.
(b) Termination by You. You may terminate at any time by uninstalling the Software, ceasing all use, and if applicable, canceling your Subscription per the Order. Cancellation does not entitle you to a refund of prepaid fees.
(c) Termination by Licensor. We may suspend or terminate your access immediately if: (i) you breach this Agreement; (ii) you fail to pay fees when due; (iii) your use poses a security risk or violates law; or (iv) required by a platform provider or regulator.
(d) Termination for Breach. Either Party may terminate upon written notice if the other materially breaches and fails to cure within thirty (30) days after receiving notice specifying the breach.
(e) Effect of Termination. Upon termination: (i) your license ends and you must stop using the Software and delete all copies; (ii) you may export your Customer Data in DOCX, PDF, and CSV formats for sixty (60) days; (iii) for customers with a database-tier Subscription, we will securely delete your Customer Data after the sixty (60) day export period, and the same sixty (60) day post-termination export and deletion window applies equally to Plugin-only Subscribers' CARMAgree™ data stored in CARMAsigned™ under Section 6.d; and (iv) sections intended to survive will survive, including Sections 1, 5, 7, 8, 9, 10(d), 10(e), 11, 12, 14, and 16.
(f) Refund on Breach. If you terminate for our uncured material breach, we will refund prepaid Subscription Fees for services not yet provided.
(a) Good-Faith Negotiation. Before initiating arbitration, the Parties will attempt to resolve any dispute through good-faith negotiations for thirty (30) days following written notice.
(b) Arbitration. Unresolved disputes will be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in New York, New York. The decision will be final and binding.
(c) Class Action Waiver. EACH PARTY MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
(d) Exception. Either Party may seek injunctive relief in any court to prevent infringement or breach of confidentiality obligations.
(e) Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict of laws principles.
(a) Third-Party Services. The Software may interoperate with Third-Party Services. We do not control those services and are not responsible for them. Your use of Third-Party Services is governed by their respective terms. We are not responsible for any issues arising from your use of Third-Party Services.
(b) Open-Source Components. The Software may include open-source software components subject to their own license terms. To the extent an open-source license conflicts with this Agreement regarding an open-source component, the open-source license controls for that component.
(a) Data Processing Addendum. A Data Processing Agreement (“DPA”) governing the processing of Customer Data is available at https://carmai.pro/dpa and is incorporated by reference into this Agreement. The DPA is mandatory for customers with a database-tier Subscription whose use of CARMAI involves processing of personal data subject to GDPR, CCPA, or other applicable data protection law. For questions, contact privacy@dealdoctor.pro.
(b) Preview and Beta Features. Features designated as “Preview” or “Beta” are provided without warranty or service level commitment. We may modify or discontinue them at any time without notice.
(c) Export Controls and Sanctions. You may not use, export, or transfer the Software except as authorized by U.S. law. You represent that you are not located in any country subject to comprehensive U.S. sanctions and are not on any U.S. government restricted party list.
(d) Government Users. If you are a U.S. Government entity, the Software is “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202. You are licensed with only the rights granted under this Agreement, consistent with applicable FAR and DFARS provisions.
(a) Assignment. You may not assign this Agreement without our prior written consent, except in connection with a merger, acquisition, sale of substantially all assets, or to an affiliate. We may assign in connection with a merger, acquisition, or sale of assets.
(b) Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
(c) Waiver. Failure to enforce any provision is not a waiver of future enforcement.
(d) Force Majeure. Neither Party is liable for delays or failures due to causes beyond its reasonable control, including acts of God, war, terrorism, epidemics, pandemics, governmental action, strikes, or internet disruptions.
(e) Amendments. We may update this Agreement from time to time. If changes are material, we will provide notice through the Software, our website, or your account email at least thirty (30) days before they take effect. No amendment will negatively impact your pricing, scope of liability, or termination rights without your prior consent. Continued use after the effective date constitutes acceptance.
(f) Entire Agreement. This Agreement (and any applicable Order) is the entire agreement regarding the Software and supersedes all prior agreements on the subject.
(g) Order of Precedence. If an Order conflicts with this Agreement, the Order controls for licensing and commercial terms. If a DPA conflicts, the DPA controls for data protection matters.
(h) Notices. Notices to us: legal@dealdoctor.pro. Notices to you: the email associated with your Subscription account. Notices are deemed received 24 hours after sending.
(i) Independent Contractors. The Parties are independent contractors. Nothing creates any agency, partnership, or employment relationship.
CARMAI™, CARMA™, CARMAlly™, CARMAgree™, CARMAsigned™, INTEGRIS™, 5Cs™, BusinessWell™, and CARMAI Builder™ are trademarks of DealDoctor PLLC. DealDoctor® is a registered trademark of DealDoctor PLLC. Other trademarks are the property of their respective owners. Nothing in this Agreement grants you any right to use Licensor’s trademarks, trade names, or branding except as expressly provided herein.