Effective date: August 10, 2026 · CDL Intelligence, Inc., a Delaware corporation
By accessing or using the CDL Intelligence platform, including our website, application, and related services (collectively, the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you are accessing the Platform on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to both you and that organization. If you do not agree to these Terms, do not access or use the Platform.
If your organization has a separately executed Master Services Agreement, Order Form, or similar written agreement with CDL Intelligence that governs your use of the Platform, the terms of that agreement control to the extent of any conflict with these Terms.
CDL Intelligence is an AI-powered platform that consolidates contract lifecycle management (CLM), third-party risk management (TPRM), and legal intelligence tools for legal professionals and organizations. The Platform provides contract analysis, redlining, vendor risk assessment, and portfolio-level intelligence.
You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Platform. The Platform is intended for business and professional use, not for personal, family, or household purposes.
You must provide accurate, current, and complete information when creating an account and must keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at legal@cdlintelligence.ai of any unauthorized access to or use of your account.
We may offer single sign-on (SSO) authentication through your organization's identity provider. If your organization enables SSO, your organization's SSO administrator controls provisioning and deprovisioning of your access, and we are not responsible for access decisions made by your organization.
Your use of the Platform is also governed by our Acceptable Use Policy, which is incorporated into these Terms by reference. Violation of the Acceptable Use Policy is a material breach of these Terms.
"Customer Content" means contracts, documents, and other materials you or your organization upload to the Platform. As between you and CDL Intelligence, you retain all ownership rights in your Customer Content.
You grant CDL Intelligence a limited, non-exclusive, worldwide license to access, host, copy, transmit, and process your Customer Content solely as necessary to (a) provide and maintain the Platform, (b) generate the AI-driven analysis and features you request, and (c) as otherwise described in our Privacy Policy. This license terminates when your Customer Content is deleted from the Platform, except to the extent retained in backups or as required by law, consistent with our data retention practices.
You represent and warrant that you have all rights, licenses, and permissions necessary to upload Customer Content to the Platform and to grant the license above, and that your Customer Content does not infringe or misappropriate any third party's intellectual property, confidentiality, or privacy rights.
The Platform uses artificial intelligence, including large language models provided by third-party AI providers (see Section 8), to generate contract analysis, risk scores, redline suggestions, and related output ("AI Output"). AI Output is provided for informational and workflow-efficiency purposes only.
AI Output does not constitute legal advice, and use of the Platform does not create an attorney-client relationship between you and CDL Intelligence. AI Output may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing, verifying, and exercising independent professional judgment regarding any AI Output before relying on it, and for ensuring that any final contract, redline, or decision satisfies applicable law and your professional obligations. A qualified attorney should review any AI Output before it is relied upon for a legal or business decision.
CDL Intelligence uses third-party AI model providers, including Anthropic, to generate AI Output. When you submit Customer Content to the Platform's AI-driven features, that content is transmitted to our AI subprocessors solely to generate the requested output, subject to those providers' data handling commitments to us. We do not permit our AI subprocessors to use your Customer Content to train their general-purpose models. A current list of subprocessors is available in our Privacy Policy or upon request at privacy@cdlintelligence.ai.
We understand that Customer Content may include information protected by attorney-client privilege, work product protection, or other confidentiality obligations. We implement logical isolation between organizations and technical and administrative safeguards designed to protect the confidentiality of Customer Content. Uploading privileged or confidential material to the Platform does not, by itself, waive any applicable privilege as between you and third parties, but you remain responsible for assessing whether use of any third-party service, including ours, is appropriate for a given matter under your professional obligations.
The Platform — including its software, the CDL Framework methodology, AI models and prompts, user interface, and all related intellectual property — is owned by CDL Intelligence, Inc. or its licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights in the Platform are granted to you.
You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, or attempt to extract the source code, underlying models, or training methodology of the Platform, except to the extent such restriction is prohibited by applicable law.
These Terms remain in effect for as long as you use the Platform. We may suspend or terminate your access if you materially breach these Terms or the Acceptable Use Policy, including a failure to cure such breach within a reasonable time after notice where curable. We may also suspend access where necessary to prevent harm to the Platform, other users, or third parties.
You may terminate your account at any time by contacting legal@cdlintelligence.ai. Upon termination, your right to access the Platform ends immediately; your Customer Content will be retained and deleted in accordance with our Privacy Policy.
THE PLATFORM AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR, IN CDL INTELLIGENCE'S CASE, ITS OFFICERS, EMPLOYEES, AND AGENTS) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General cap. Except as set forth below, each party's total aggregate liability arising out of or related to these Terms shall not exceed the greater of (a) the fees you paid us in the twelve (12) months preceding the claim, or (b) fifteen thousand dollars ($15,000).
Super-cap for confidentiality and indemnification claims. For (i) a breach of confidentiality obligations (including a breach involving Customer Content), or (ii) either party's indemnification obligations under Section 14, the responsible party's total aggregate liability shall not exceed three (3) times the amount calculated under the General Cap above.
Uncapped claims. The limitations in this Section 13 do not apply to liability arising from a party's gross negligence, willful misconduct, or fraud.
By you. You agree to indemnify, defend, and hold harmless CDL Intelligence, Inc. from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from (a) your Customer Content, (b) your breach of these Terms or the Acceptable Use Policy, or (c) your violation of applicable law or third-party rights.
By CDL Intelligence. We will indemnify, defend, and hold harmless you from and against any third-party claim alleging that the Platform — excluding Customer Content, any third-party or open-source components, and any modification or combination of the Platform not made by us — infringes that third party's U.S. intellectual property rights, and will pay resulting damages and reasonable attorneys' fees finally awarded or agreed to in settlement. This indemnity does not apply to a claim arising from (a) your use of the Platform in violation of these Terms or the Acceptable Use Policy, (b) a combination of the Platform with products, services, or data not provided by us, or (c) your continued use of an allegedly infringing version of the Platform after we notify you of an available non-infringing alternative. If the Platform becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option, procure the right for you to continue using it, replace or modify it to be non-infringing, or terminate your access and refund any prepaid, unused fees.
Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of its defense and settlement (provided any settlement that imposes liability or obligations on the indemnified party requires its consent), and provide reasonable cooperation at the indemnifying party's expense.
You represent that you are not located in, and will not access the Platform from, a country subject to comprehensive U.S. trade sanctions, and that you are not listed on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export control and economic sanctions laws.
Neither party is liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or governmental action.
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Platform shall be brought exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction and venue there.
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
We may provide notices to you via the email address associated with your account or by posting on the Platform. Legal notices to CDL Intelligence should be sent to legal@cdlintelligence.ai or by mail to CDL Intelligence, 1235 East Blvd, Ste. E # 1996, Charlotte, NC 28203, United States.
We may update these Terms from time to time. We will notify you of material changes by email and by updating the effective date above. Continued use of the Platform after the effective date of an update constitutes acceptance of the revised Terms.
If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect. These Terms, together with the Acceptable Use Policy and Privacy Policy, and any applicable Order Form, constitute the entire agreement between you and CDL Intelligence regarding the Platform.
Questions? Contact us at legal@cdlintelligence.ai.