ArenaDocs Terms and Conditions

1. Definitions

For purposes of this Agreement:

• "Platform" means the ArenaDocs platform, including any associated software, applications (such as the Microsoft Word add-in and web-based interface), AI-powered drafting tools, clause libraries, templates, analytics, onboarding resources, and related features, technologies, or infrastructure provided by ArenaDocs as part of the Services.
• "Customer Content" means all documents, text, data, templates, clauses, information, or materials uploaded, submitted, stored, or processed by Customer through the Services.
• "Output" means any text, suggestions, edits, analyses, clauses, summaries, or other content generated by the Services based on Customer input.
• "Subscription Term" means the period during which Customer has purchased access to the Services.

2. Access to the Services

2.1 Provision of Services

The Effective Date of this Agreement shall be the date on which the Customer first initiates a trial, purchases a subscription, installs, or accesses the Services, whichever occurs first. This date shall be recorded as the commencement of the Subscription Term and shall govern the duration and renewal of the subscription as outlined in this Agreement. ArenaDocs will make the Services available to Customer during the Subscription Term, subject to the terms of this Agreement and applicable subscription tiers, usage limits, and payment obligations.

2.2 License Grant

ArenaDocs grants Customer a limited, non-exclusive, non-transferable, revocable license to:

• • Access and use the Services solely for Customer's business purposes, including the provision of legal services to Customer, subject to all terms of this Agreement;
• • Allow authorized Users to use the Services in accordance with this Agreement; and
• • Install and use the Microsoft Word add-in component of the Services, subject to the applicable subscription tier, solely by authorized Users and only on devices owned or controlled by Customer, up to the permitted number of Users or devices specified in Customer's subscription.

No rights are granted except as expressly stated herein.

2.3 Restrictions

Customer shall not:

• • Copy, modify, or create derivative works of the Services;
• • Reverse engineer, disassemble, or attempt to derive source code;
• • Circumvent technical restrictions, usage limits, or authentication systems;
• • Resell, sublicense, or provide the Services to any third parties;
• • No sublicense rights are granted to Customer.
• • Use the Services to create a product that competes with ArenaDocs.

ArenaDocs may monitor usage to ensure compliance with this Agreement.

3. Customer Responsibilities

3.1 Accuracy and Legality of Customer Content

Customer is solely responsible for:

• • The accuracy, quality, legality, and completeness of Customer Content;
• • Ensuring all Customer Content complies with applicable laws and third-party rights;
• • Ensuring Customer has all necessary rights to submit Customer Content.

3.2 Responsibility for Final Documents; ArenaDocs Not Responsible for Contracts

Customer acknowledges and agrees:

• • ArenaDocs does not provide legal advice or legal services.
• • Output generated through the Services is not a substitute for professional legal judgment.
• • All drafts, edits, clauses, analyses, or suggested language must be independently reviewed, validated, and approved by Customer and/or a qualified legal professional before use.
• • Customer is solely and exclusively responsible for the content, accuracy, sufficiency, legality, enforceability, and execution of any contract or document produced through the Services.

ArenaDocs has no liability arising from any contract, agreement, transaction, or legal document drafted, reviewed, edited, executed, or relied upon by Customer.

3.3 User Accounts

Customer is responsible for:

• • Maintaining the security of account credentials;
• • Ensuring User compliance with this Agreement;
• • All activity occurring under its accounts.

4. Subscription, Billing & Fees

4.1 Fees

Customer shall pay all fees associated with its selected subscription plan. Fees are non-refundable unless required by law.

4.2 Payment Authorization

By purchasing a subscription, Customer authorizes ArenaDocs and its payment processors to automatically charge:

• • Subscription fees;
• • Applicable taxes;
• • Renewal fees;
• • Any additional usage or seat-based fees (if applicable).

4.3 Auto-Renewal

Subscriptions will automatically renew for successive Subscription Terms unless Customer provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. ArenaDocs may, at its discretion, adjust renewal pricing or terms by providing notice prior to renewal. Acceptable notice methods include email to ArenaDocs' designated support address or through the account management functionality within the Services. ArenaDocs reserves the right to decline renewal or terminate the Subscription for material breach or non-payment.

4.4 Taxes

Customer is responsible for all applicable taxes (if any).

5. Customer Content & Data Rights

5.1 Ownership of Customer Content

As between the parties, Customer retains all right, title, and interest in and to Customer Content. Except as expressly set forth in this Agreement, ArenaDocs does not claim ownership of Customer Content.

5.2 License to ArenaDocs

Customer hereby grants ArenaDocs a limited, non-exclusive, worldwide, royalty-free license during the Term to access, host, process, transmit, and otherwise use Customer Content solely as necessary to:

• • Provide, operate, support, maintain, and enhance the Services;
• • Monitor performance, prevent fraud or misuse, and ensure platform security and integrity;
• • Develop, test, and improve product functionality using aggregated and de-identified data;
• • Comply with applicable laws, regulations, legal process, or enforce this Agreement.

For clarity, ArenaDocs does not use Customer Content to train third-party AI models. Nothing in this Agreement restricts ArenaDocs' ability to use generalized learnings, anonymized data, or feedback derived from the operation of the Services, provided such use does not identify Customer or disclose Customer Content.

5.3 Data Security

ArenaDocs maintains administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, loss, misuse, or disclosure. Such measures are consistent with generally accepted industry standards for SaaS providers of similar size and nature and may evolve over time as security practices and technologies develop.

Customer acknowledges that no system can be guaranteed to be 100% secure and agrees that ArenaDocs shall not be responsible for security incidents arising from factors outside ArenaDocs' reasonable control, including Customer systems, credentials, or third-party integrations.

5.4 Zero Data Retention Policy with OpenAI

ArenaDocs has implemented a zero data retention policy with OpenAI. This means that any data processed through OpenAI's services as part of the ArenaDocs Platform is not stored or retained by OpenAI beyond the duration necessary to provide the requested service. ArenaDocs ensures that no Customer Content or Output is retained by OpenAI after processing, in compliance with this policy.

6. Output & AI-Generated Content

6.1 Ownership and IP Allocation

As between ArenaDocs and Customer, and subject to Customer's compliance with this Agreement, Customer owns the Output generated specifically for Customer from Customer Content.

Notwithstanding the foregoing:

• • ArenaDocs retains all right, title, and interest in and to the Platform, underlying software, algorithms, AI models, prompts, workflows, clause libraries, templates, training data, and any improvements or derivatives thereof;
• • Ownership of Output does not include any ArenaDocs proprietary materials, pre-existing templates, standardized clauses, or third-party content embedded in or used to generate such Output;
• • Output may be generated using third-party AI technologies, and Customer's rights in such Output may be subject to applicable third-party terms.

Except as expressly stated herein, no intellectual property rights are transferred under this Agreement.

6.2 No Reliance; Customer Responsibility

Customer acknowledges and agrees that the Services provide drafting assistance and decision-support tools only. ArenaDocs makes no representations or warranties that any Output will be:

• • Accurate, complete, or legally sufficient;
• • Suitable for Customer's specific use case or jurisdiction;
• • Free from errors, omissions, or inconsistencies; or
• • Compliant with applicable laws, regulations, league rules, or internal policies.

Customer is solely responsible for reviewing, validating, editing, approving, and determining the appropriateness of all Output prior to use, publication, or reliance. Use of the Services does not replace professional judgment, legal review, or compliance obligations.

7. Third-Party Services

ArenaDocs may integrate with Microsoft, OpenAI, or other third-party platforms. ArenaDocs is not responsible for:

• • The availability, performance, or security of third-party services;
• • Any changes to third-party terms, APIs, or features.

Customer is responsible for complying with applicable third-party terms.

8. Intellectual Property

8.1 ArenaDocs Ownership

ArenaDocs retains all rights, title, and interest in:

• • The Services;
• • The ArenaDocs software and platform may include or utilize open-source software components, which are subject to their respective open-source license terms. Any such license terms are incorporated by reference, and Customer agrees to comply with all applicable open-source license requirements when using the Services.
• • All related systems, interfaces, templates, and proprietary materials.

All upgrades, enhancements, or improvements to the Platform developed during the Subscription Term and any renewal term shall be owned exclusively by ArenaDocs. No rights are granted to Customer other than those explicitly stated in this Agreement.

8.2 Feedback

Any feedback or suggestions provided by Customer may be used by ArenaDocs for any purpose, without restriction, compensation, or obligation. Customer acknowledges and assumes the inherent risk that confidential information entered into any AI tool, including the Platform, may not be entirely secure, and ArenaDocs shall have no liability for any unauthorized access to or disclosure of such information.

8.3 Customer Marks

Customer hereby grants ArenaDocs a non-exclusive, worldwide, royalty-free license to use Customer's name, trademarks, and logos (collectively, "Customer Marks") for promotional and marketing purposes, including but not limited to, listing Customer as a user of the ArenaDocs Services on our website and in our corporate materials. ArenaDocs agrees to comply with any usage guidelines provided by Customer with respect to the use of Customer Marks.

9. Confidentiality

Except as otherwise set forth in this Agreement, each party shall maintain the confidentiality of the other party's non-public, confidential, and proprietary information, including but not limited to business processes, technology, and trade secrets, and shall not disclose such information except:

• • To employees, contractors, or advisors who have a strict need to know the information in order to carry out obligations under this Agreement and who are bound by confidentiality obligations no less protective than those herein;
• • As required by applicable law or regulation, provided the receiving party gives prompt notice to the disclosing party (to the extent legally permitted) and cooperates in any effort to seek confidential treatment of such information;
• • As expressly permitted in writing by the disclosing party.

ArenaDocs will implement reasonable administrative, technical, and physical safeguards to protect the security and integrity of Customer Content when processing it through the Services.

10. Disclaimers

11. Limitation of Liability

12. Indemnification

Customer shall indemnify, defend, and hold harmless ArenaDocs, its affiliates, officers, directors, employees, contractors, and agents from and against any claim, demand, loss, liability, or expense (including reasonable attorneys' fees) arising out of:

• • Customer Content;
• • Customer's use of the Services or Output;
• • Any contract or legal document drafted, modified, reviewed, or executed using the Services;
• • Customer's breach or alleged breach of this Agreement or applicable law.

13. Suspension & Termination

13.1 Suspension

ArenaDocs may suspend access to the Services immediately if:

• • Customer violates this Agreement;
• • Payment is not received;
• • Suspension is necessary for system integrity or security;
• • Required by law.

13.2 Termination

Either party may terminate this Agreement upon thirty (30) days' written notice to the other party in the event of a material breach by the other party, provided that "material breach" means any failure by a party to perform, or violation of, any material obligation under this Agreement, including but not limited to unauthorized use, access, or disclosure related to the Services, non-payment of fees, or breach of confidentiality or intellectual property obligations. Written notice may be delivered by email to the contact email address on record, by registered mail, or by courier. If the material breach remains uncured at the expiration of the thirty (30) day notice period, this Agreement may be terminated as described above. Termination does not entitle Customer to a refund of fees already paid.

13.3 Effect of Termination

Upon termination:

• • Customer's access to the Services will cease;
• • ArenaDocs may delete Customer Content after a reasonable period;
• • Customer remains responsible for all accrued fees.

14. Modifications to Agreement

ArenaDocs may update this Agreement from time to time. Continued use of the Services constitutes acceptance of updated terms.

15. Governing Law & Dispute Resolution

This Agreement, and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including the validity, interpretation, breach, or termination thereof, shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflicts-of-law principles.

Each party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Washington, D.C., and waives any objection based on inconvenient forum or lack of jurisdiction. Customer expressly agrees that ArenaDocs shall have the right, at its election and without waiver of any other remedies, to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property and confidential information. To the fullest extent permitted by law, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES, AND AGREES THAT ANY DISPUTE SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

16. Miscellaneous

• • This Agreement, including all exhibits and addenda, constitutes the entire understanding between the parties and supersedes all prior agreements, negotiations, and discussions, whether written or oral, relating to the subject matter hereof.
• • This Agreement does not create a "work for hire" relationship, and no work created under this Agreement, including any improvements or upgrades to the Platform, shall be considered a work for hire.
• • If any provision is held unenforceable, the remaining provisions shall remain in effect.
• • Customer may not assign this Agreement without ArenaDocs' prior written consent.
• • ArenaDocs may assign this Agreement in connection with a merger, acquisition, or corporate restructuring.
• • Failure to enforce any right does not constitute a waiver.

17. Contact Information