Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your use of statuteharbor.com and the Statuteharbor AI-assisted M&A contract review platform (collectively, the "Service") operated by Statuteharbor, Inc. ("the Company," "we," "us," or "our") (101 Federal Street, Suite 1600, Boston, MA 02110). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

2. Description of Service

Statuteharbor provides software tools that assist corporate counsel and M&A teams in reviewing purchase agreements and related transactional documents. The Service performs structured analysis of uploaded documents, flagging provisions across defined clause categories including indemnity caps, change-of-control triggers, survival clauses, material adverse effect definitions, earnout provisions, and representations and warranties.

Not legal advice. No attorney-client relationship. Statuteharbor is a software product, not a law firm. The Service does not provide legal advice. Output from the Service - including clause flags, summaries, risk labels, and annotations - is software-generated analysis, not legal counsel. Using the Service does not create an attorney-client relationship between you and Statuteharbor, Inc. or any of its employees. You are responsible for all legal judgments and decisions made in connection with any transaction. Review and interpret Service output with qualified legal counsel before relying on it for any purpose.

3. Use of the Service

• You must be at least 18 years old or have the consent of a parent or legal guardian to use the Service.
• You agree not to use the Service for unlawful purposes, to interfere with its operation, or to attempt to gain unauthorized access to systems or data.
• You may not scrape, reverse-engineer, or copy the Service except as permitted by applicable law.
• You may not upload documents you do not have authority to submit for processing, or that are subject to third-party restrictions on disclosure to service providers. You are responsible for ensuring your use of the Service complies with any confidentiality or privilege obligations governing the documents you upload.

4. Intellectual Property

The Service, including all text, graphics, logos, and software, is owned by Statuteharbor, Inc. or its licensors and is protected by U.S. and international intellectual-property laws. We grant you a limited, non-exclusive, non-transferable license to access the Service for its intended purpose during the term of your subscription or access period.

Clause analysis output generated by the Service from your uploaded documents is made available to you for your use in connection with the relevant transaction. The Company does not claim ownership of the documents you upload.

5. User Content and Documents

You are responsible for any content you submit through the Service, including uploaded M&A documents, contact form submissions, and email communications. You represent that you have all necessary rights to submit such content for processing by the Service.

You grant us a limited license to store and process your uploaded documents solely as necessary to deliver the clause-review results and operate the Service. We do not use uploaded documents for any other purpose. See our Privacy Policy for retention and deletion terms.

6. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, STATUTEHARBOR, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, THAT CLAUSE FLAGS WILL BE COMPLETE OR ACCURATE, OR THAT THE SERVICE WILL IDENTIFY EVERY PROVISION MATERIAL TO YOUR TRANSACTION. CLAUSE-LEVEL ANALYSIS IS AN AID TO ATTORNEY REVIEW, NOT A SUBSTITUTE FOR IT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STATUTEHARBOR, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING ANY RELIANCE ON CLAUSE ANALYSIS OUTPUT. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR USD $100, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain damages; in those jurisdictions, our liability will be limited to the maximum extent permitted by law.

8. Indemnification

You agree to defend, indemnify, and hold harmless Statuteharbor, Inc. from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) your use of the Service, (b) your violation of these Terms, or (c) your violation of any third-party right, including any unauthorized submission of documents subject to a third-party confidentiality obligation.

9. Termination

We may suspend or terminate your access to the Service at any time, with or without notice, for any reason, including violation of these Terms. Sections that by their nature should survive termination will survive, including Sections 4, 6, 7, 8, 10, and 11.

10. Governing Law; Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-law principles.

Informal Resolution. Before filing a claim, you agree to contact us at [email protected] and attempt informal resolution for at least 60 days.

Arbitration. Any dispute that cannot be resolved informally will be settled by binding arbitration administered in Massachusetts, USA under the rules of the American Arbitration Association ("AAA"). Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. You and Statuteharbor, Inc. each waive the right to a jury trial and the right to participate in a class action.

Exception. Either party may seek injunctive relief in a court of competent jurisdiction located in Massachusetts, USA for intellectual-property infringement or unauthorized access to the Service.

11. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted with a new "Last updated" date. Continued use of the Service after the effective date of the updated Terms constitutes acceptance.

12. Contact