The legal stuff. For a legal app.
These Terms of Service (“Terms”) constitute a legally binding agreement between you, whether individually or on behalf of an entity (“you,” “your,” or “Customer”), and Fusial, LLC. (“Fusial,” “we,” “us,” or “Company”), governing your access to and use of the Fusial platform, including all associated web applications, APIs, features, and services (collectively, the “Service”).
By creating an account, accessing the Service, or clicking “I Agree” (or similar affirmation), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, and any applicable Order Forms or Subscription Agreements (collectively, the “Agreement”). If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
If you do not agree to these Terms, you must not access or use the Service.
Fusial provides an AI-powered contract review and negotiation platform that enables users to:
The Service is a decision-support tool. All AI-generated outputs, including summaries, risk assessments, counter-proposals, rejection rationale, and market-standard comparisons, are provided for informational purposes and do not constitute legal advice. You are solely responsible for all decisions made using the Service.
You must be at least 18 years of age and have the legal capacity to enter into a binding agreement to use the Service. If you are using the Service on behalf of an organization, you represent that you are authorized to accept these Terms on that organization’s behalf.
To access the Service, you must create an account by providing accurate, current, and complete registration information. You agree to maintain and promptly update your account information. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must notify us immediately at security@fusial.com upon becoming aware of any unauthorized use of your account.
If you subscribe to a plan that supports team collaboration, you may invite additional users (“Team Members”) to your organization workspace. The account owner or designated administrator (“Admin”) is responsible for managing Team Member access, permissions, and compliance with these Terms. Each Team Member must have a unique account. Credential sharing is prohibited.
The Service is offered under tiered subscription plans. Plans are primarily differentiated by the number of contracts you may review per billing cycle, with certain advanced features available only on higher-tier plans. The current plan structure can be found at fusial.com/pricing.
We reserve the right to modify plan features and pricing upon 30 days’ prior written notice to active subscribers.
Each plan includes a monthly allowance of contract reviews. A “contract review” is counted when a document is uploaded and AI analysis is initiated. Re-analyzing a previously uploaded document counts as an additional review. Unused reviews do not roll over to subsequent billing periods unless explicitly stated in an applicable Order Form.
Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of purchase. All fees are quoted in U.S. Dollars and are non-refundable except as expressly provided herein or as required by applicable law. Payment is processed through our third-party payment processor. You authorize us to charge your designated payment method for all applicable fees. If payment fails, we may suspend access to the Service after providing five (5) business days’ written notice.
All fees are exclusive of applicable taxes, levies, and duties. You are responsible for all taxes associated with your use of the Service, excluding taxes based on Fusial’s net income.
If you exceed your plan’s monthly contract review limit, you will be notified and given the option to upgrade your plan or purchase additional review credits at the then-current overage rate. We will not charge overage fees without your prior consent.
You retain all right, title, and interest in and to the contracts, documents, and other materials you upload to the Service (“Your Content”). By uploading Your Content, you grant Fusial a limited, non-exclusive, worldwide, royalty-free license to process, analyze, store, and display Your Content solely as necessary to provide the Service to you and to improve the Service’s analytical capabilities. We will not use Your Content to train AI models accessible to other customers without your explicit opt-in consent.
Subject to your compliance with these Terms and payment of applicable fees, you own all right, title, and interest in the specific outputs generated by the Service for you, including summaries, risk assessments, counter-proposals, rejection rationale, and exported documents (collectively, “Outputs”). Fusial retains no proprietary claim to your Outputs. You acknowledge that similar or identical Outputs may be independently generated for other users based on similar inputs.
The Service, including all software, algorithms, AI models, user interfaces, documentation, trademarks, and proprietary technology, is and remains the exclusive property of Fusial and its licensors. These Terms grant you no right, title, or interest in the Service except for the limited right to use it in accordance with these Terms. You may not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service.
If you provide suggestions, enhancement requests, or other feedback regarding the Service (“Feedback”), you grant Fusial an irrevocable, perpetual, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without obligation or compensation to you.
We process Your Content and personal data in accordance with our Privacy Policy, which is incorporated into these Terms by reference. We implement and maintain industry-standard administrative, technical, and physical security measures designed to protect Your Content against unauthorized access, disclosure, alteration, or destruction.
All data is encrypted in transit using TLS 1.2 or higher and at rest using AES-256 encryption. Contract documents are stored in isolated, access-controlled environments.
Your Content is retained for the duration of your active subscription plus thirty (30) days following account termination to facilitate data export. After this retention period, Your Content will be permanently deleted from our active systems within sixty (60) days, subject to applicable legal retention obligations. You may request earlier deletion of specific documents at any time through the Service or by contacting privacy@fusial.com.
We may engage third-party subprocessors to assist in delivering the Service. A current list of subprocessors is available at fusial.com/privacy. We will provide at least 30 days’ notice before engaging a new subprocessor that processes Your Content.
For Enterprise customers, Fusial supports execution of Data Processing Agreements (“DPAs”), Business Associate Agreements (“BAAs”), and other compliance documentation as required. Contact legal@fusial.com for details.
You agree not to, and will ensure your Team Members do not:
We reserve the right to suspend or terminate your access for violations of this Section, with notice where practicable.
The Service does not provide legal advice. All AI-generated analyses, summaries, risk assessments, counter-proposals, market-standard comparisons, and rejection rationale are generated by automated systems and are intended to assist, not replace, qualified legal counsel. You should not rely solely on the Service for legal, business, or compliance decisions. Fusial strongly recommends that all contract decisions be reviewed by a qualified attorney.
While we strive to provide accurate and useful analysis, AI-generated Outputs may contain errors, omissions, or inaccuracies. The Service may misinterpret contract language, overlook material terms, produce inappropriate counter-proposals, or incorrectly assess risk. You are solely responsible for verifying all Outputs before relying on them or distributing them to counterparties.
References to “market-standard” terms are based on Fusial’s proprietary benchmarking data and analytical models. These references are generalizations and may not reflect the specific standards applicable to your industry, jurisdiction, transaction type, or negotiating position.
AI-generated counter-proposals and rejection rationale are suggestions only. They have not been reviewed by an attorney and may not be legally sound, commercially appropriate, or strategically advisable in your specific circumstances. You accept full responsibility for any counter-proposals or rejections you choose to send to counterparties.
Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use it solely for the purposes contemplated by these Terms. “Confidential Information” includes, without limitation, Your Content, our proprietary technology and algorithms, pricing terms, and any information designated as confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without restriction.
These Terms are effective upon your acceptance and continue until your subscription is terminated in accordance with this Section.
You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of the current billing period. You will retain access to the Service until the end of the paid period. No refunds will be issued for partial billing periods.
We may terminate or suspend your account immediately upon written notice if: (a) you materially breach these Terms and fail to cure such breach within fifteen (15) days of notice; (b) you fail to pay fees when due; (c) you engage in activity that threatens the security, integrity, or availability of the Service; or (d) we are required to do so by law or regulatory order.
Upon termination: (a) your right to access the Service ceases immediately (or at the end of the billing period for voluntary cancellation); (b) you may export Your Content for thirty (30) days following termination; (c) we will delete Your Content in accordance with Section 6.3; and (d) all provisions of these Terms that by their nature should survive termination will survive, including Sections 5, 8, 9, 11, 12, 13, and 14.
Fusial warrants that: (a) the Service will perform materially in accordance with our published documentation; (b) we will provide the Service using commercially reasonable care and skill; and (c) the Service will not, to our knowledge, infringe any third party’s intellectual property rights.
Except as expressly set forth in Section 11.1, the Service is provided “as is” and “as available.” To the maximum extent permitted by applicable law, Fusial disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, or that any AI-generated output will be accurate, complete, legally sufficient, or fit for any particular purpose.
To the maximum extent permitted by applicable law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, loss of business opportunity, or cost of substitute services, arising out of or related to these Terms, regardless of the theory of liability and even if advised of the possibility of such damages.
Except for liability arising from (a) your breach of Section 7 (Acceptable Use), (b) your payment obligations, or (c) either party’s indemnification obligations, each party’s total aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by you to Fusial during the twelve (12) months preceding the event giving rise to liability.
The limitations of liability in this Section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. Neither party would enter into these Terms without these limitations.
Fusial will defend, indemnify, and hold you harmless against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes such third party’s intellectual property rights, and will pay any damages finally awarded or settlement amounts approved in writing. This obligation does not apply to claims arising from: (a) Your Content; (b) modifications to the Service not made by us; (c) your use of the Service in violation of these Terms; or (d) your combination of the Service with third-party products not approved by us.
You will defend, indemnify, and hold Fusial harmless against any third-party claim arising from: (a) Your Content, including any claim that Your Content infringes a third party’s rights; (b) your use of the Service in violation of these Terms; (c) your distribution of AI-generated Outputs to third parties; or (d) your or your Team Members’ violation of applicable law in connection with the Service.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Before initiating any formal dispute resolution, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation for a period of at least thirty (30) days following written notice of the dispute.
Any dispute that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Wilmington, Delaware. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party will bear its own costs, and the parties will share equally the fees of the arbitrator and AAA.
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first engaging in the informal resolution or arbitration procedures described above.
To the maximum extent permitted by law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
We may modify these Terms from time to time. If we make material changes, we will provide at least thirty (30) days’ prior notice via email to the address associated with your account and through a prominent notice within the Service. Material changes will not apply retroactively. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service before the changes take effect.
These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable Order Forms, constitute the entire agreement between you and Fusial with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.
No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right under these Terms will constitute a waiver of that right.
You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms. Any purported assignment in violation of this Section is void.
Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, government actions, or internet or infrastructure failures.
All notices under these Terms must be in writing and will be deemed given when delivered by email (with confirmation of receipt) to: legal@fusial.com for notices to Fusial, or to the email address associated with your account for notices to you.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
These Terms do not confer any rights or remedies upon any third party other than the parties hereto and their permitted successors and assigns.
You agree to comply with all applicable export and import control laws and regulations in your use of the Service. You represent that you are not located in, or a national or resident of, any country subject to comprehensive U.S. trade sanctions.
If you have any questions about these Terms, please contact us at:
Fusial, Inc.