TermScout logo

TermScout Terms And Conditions Review & Rating

TermScout TermScout certified contract badge

Get Your Contract Certified to Build Trust and Close Deals Faster

Earn trust early, reduce negotiation friction, and accelerate deals withsmoother, faster approvals.

Get your Certification Score Now
Top 2% contract ranking
Contract
Ranking
Top 2%
Ranking

The vendor's agreements were benchmarked against thousands of vendor forms and are in the top 2% for customer favorability.

0
Deal Breakers

90% customer favorability, based on 750 plus contract signals powered by Certify.

90%
Customer Favorable

Indicates balanced, low-risk terms favorable to the customer.

Verified

Top 2% IT contract. No structural blockers. Procurement-ready.

Risk Summary

A concise snapshot of key risks, their impact, and priority concerns.

Get your Certification Score
Topic
Rating
Details
Liability and Risk Allocation
100% Customer Favorable

Insurance

Insurance requirements

  • TermScout must carry workers' compensation insurance
  • TermScout must carry professional liability insurance
  • TermScout must carry some other form of insurance TermScout was unable to classify - see citation

Summary

Liability cap

  • TermScout's liability is capped at 12 months' fees
  • A secondary cap on TermScout's liability covers certain types of data related claims
  • Customer's liability is capped at 12 months' fees
  • There is no secondary liability cap on Customer's liability

Exceptions to the liability cap

  • Claims related to violations of Customer's IP rights are excluded from the cap on TermScout's liability
  • Claims related to violations of obligations relating to confidential information are excluded from the cap on TermScout's liability
  • Indemnification obligations relating to IP infringement are excluded from the cap on TermScout's liability
  • Claims related to payment obligations by Customer are excluded from the cap on Customer's liability
  • Claims related to violations of TermScout's IP rights are excluded from the cap on Customer's liability
  • Claims related to violations of obligations relating to confidential information are excluded from the cap on Customer's liability
  • Claims related to Customer's use of the service, violations of an acceptable use policy or other restrictions or responsibilities are excluded from the cap on Customer's liability

Excluded damages

  • One or more forms of indirect damages are excluded from TermScout's liability
  • One or more forms of indirect damages are excluded from Customer's liability

Exceptions to excluded damages

  • The damages excluded from TermScout's liability do not include claims related to violations of Customer's IP rights
  • The damages excluded from TermScout's liability do not include claims related to violations of obligations relating to confidential information
  • The damages excluded from TermScout's liability do not include indemnification obligations relating to IP infringement
  • The damages excluded from Customer's liability do not include claims related to violation of TermScout's intellectual property rights
  • The damages excluded from Customer's liability do not include claims related to violations of obligations relating to confidential information
  • The damages excluded from Customer's liability do not include claims related to Customer's use of the service, violations of an acceptable use policy or other restrictions or responsibilities

Timing of claims

  • There are no limits on when claims must be brought by Customer
  • There are no limits on when claims must be brought by TermScout

Claims

  • TermScout indemnifies Customer for claims based on third-party IP infringement
  • TermScout indemnifies Customer for claims arising from fraud or willful misconduct
  • TermScout indemnifies Customer for claims arising from gross negligence or recklessness
  • TermScout indemnifies Customer for claims arising from death or personal injury
  • TermScout indemnifies Customer for claims arising from damage to property
  • TermScout indemnifies Customer for claims arising from violation of Customer's intellectual property rights
  • Customer does not indemnify TermScout for any claims

Scope of obligations

  • TermScout's IP indemnification covers all types of IP
  • TermScout's indemnification obligations are not the exclusive remedy for indemnified claims
  • TermScout's indemnification includes the obligation to provide a defense
  • TermScout's indemnification includes the obligation to hold harmless

Limitations, conditions, or exclusions

  • Obligations include conditions regarding Customer's cooperation or TermScout's control of the defense
  • Obligations include conditions regarding Customer's use of the services in breach of the contract
  • TermScout's IP indemnity does not cover claims resulting from modifications, combinations, or use of an outdated version of the service
  • TermScout's indemnity obligations include conditions regarding settlements
  • There are time constraints on when Customer must notify TermScout of an indemnifiable claim

Warranties Offered

SLAs

  • TermScout does not offer an SLA regarding uptime
  • TermScout does not offer any other form of SLA

Other warranties

  • TermScout warrants that the services will meet specified standards of care or conduct

Implied warranties

  • TermScout disclaims some or all implied warranties
Data & Privacy
60% Balanced Favoring Vendor

Data Rights

Data provided by Customer

  • TermScout does not claim ownership of any data provided by Customer
  • TermScout receives rights to use data provided by Customer to the extent it is anonymized
  • TermScout receives rights to use data provided by Customer for marketing purposes

Data Security

Subprocessor obligations

  • The contract lists or references a list of some subprocessors
  • TermScout is not required to ensure that subprocessors are bound by data or privacy requirements similar to those in this contract

Security commitments

  • TermScout makes contractually binding data security commitments

Third party audits, standards, or certifications

  • TermScout does not commit to any third-party data security audits, standards, or certifications

Data breach notification policy

  • TermScout commits to notifying Customer of a security breach impacting Customer's data

Summary

Vendor's confidential information

  • Customer must provide some protection of TermScout's confidential information

Customer's confidential information

  • TermScout must provide some protection of Customer's confidential information
  • TermScout explicitly commits not to disclose Customer's confidential information, except as necessary to provide the services
  • TermScout explicitly commits not to use Customer's confidential information, except as necessary to provide the services

Mutuality

  • All commitments concerning confidential information are mutual

Residuals clause

  • There is no residuals clause

Warranties Offered

Compliance with documentation/specifications

  • TermScout warrants that the services will comply with certain documentation and/or specifications, but the warranty has some conditions or qualifications
Commercial & Payment Terms
100% Customer Favorable

Payment Terms

Late payment penalties

  • There are no penalties for late payments

Payments due

  • Customer has at least 30 days to pay

Vendor's expenses

  • TermScout does not reserve the right to bill Customer for any expenses incurred by TermScout
Term, Termination, & Control
50% Balanced

Summary

Customer's termination rights

  • Customer has certain rights to terminate for cause

Refunds

  • Customer's termination rights do not include the right to a refund

Auto-renewal

  • The contract and/or any order under it does not auto-renew

Vendor's termination and suspension rights

  • TermScout is not required to provide notice before terminating for convenience
  • Customer has between 11 and 30 days to cure a breach before TermScout can terminate for cause
  • TermScout does not receive the right to suspend Customer's access to the service
IP & Ownership
70% Vendor Favorable

Customer's IP

Licenses to Customer IP

  • TermScout receives a right to Customer trademarks
  • TermScout receives the right to use Customer's name and/or marks publicly

Publicity rights

  • TermScout's use of Customer's name and/or marks is not subject to Customer's guidelines

Assignment of Customer IP or work product

  • Customer does not assign any work product or other IP to TermScout

Warranties Offered

Other warranties

  • TermScout provides warranties regarding its authority to enter into this contract and/or the validity of this contract
Restrictions & Controls
70% Customer Favorable

Summary

Non-compete

  • There are no restrictions on Customer's ability to compete as long as Customer doesn’t violate the agreement or use the services to compete

Non-solicit

  • There are no restrictions on Customer's right to solicit

Exclusivity

  • There are no restrictions on Customer's ability to procure similar products or services from other vendors

Vendor's assignment rights

  • TermScout is allowed to assign in the event of a merger or acquisition
  • TermScout is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting TermScout's ability to assign the contract
  • Consent requirements do not apply in the event of a merger or acquisition
  • Consent requirements do not apply in the event of a corporate reorganization
  • There are no notice requirements restricting TermScout's ability to assign the contract
  • There are no restrictions or conditions on TermScout's right to assign to a competitor of Customer

Customer's assignment rights

  • Customer is allowed to assign in the event of a merger or acquisition
  • Customer is allowed to assign in the event of a corporate reorganization
  • There are consent requirements restricting Customer's ability to assign the contract
  • Consent requirements do not apply in the event of a merger or acquisition
  • Consent requirements do not apply in the event of a corporate reorganization
  • There are no notice requirements restricting Customer's ability to assign the contract
  • There are no restrictions or conditions on Customer's right to assign to a competitor of TermScout

Access the complete methodology and detailed breakdown by downloading the full report for in depth insights

Why this Matters

See value, risks, and position at a glance for better decisions.

A certified contract gives buyers an immediate signal that the agreement has already been independently reviewed against objective standards, so they do not need to start from a blank slate. That means procurement and legal can focus on any truly exceptional issues instead of re-litigating the whole paper, helping the vendor get to usage faster.

When a contract is benchmarked and certified as Balanced or Customer Favorable, buyers know the core terms are already aligned with market norms and defined fairness criteria. That reduces the instinct to redline broadly, because the agreement has already cleared a credibility threshold before negotiation begins.

Certification gives internal stakeholders a common, data-backed basis for approval, which lowers the time spent debating whether the contract is “acceptable”. In practice, that lets procurement, legal, and finance move from review mode to decision mode much faster.

A certified contract signals transparency: the vendor is willing to have its terms independently assessed and publicly displayed as fair, balanced, and market-aligned. That kind of external proof reduces suspicion about hidden risk and makes buyers more comfortable moving forward.

Because certification removes uncertainty early, buyers can spend less time negotiating standard terms and more time deciding whether the product is the right fit. TermScout positions this as a way to cut negotiation friction and accelerate time to signature, which directly shortens the overall deal cycle.

How TrustMark™ Works?

1

Data Extraction

Scans and converts legal text into structured data.

2

Objective Scoring

Clauses benchmarked against market data.

3

Deal Breakers

Risks and non-negotiables flagged early.

4

Benchmarking

Compares your contract to market standards.

5

Certification

Contract validated after meeting risk and score thresholds.

Based on 750 plus contract signals benchmarked against market data.

Certified Contract Reports, Explained

Verified™ contract reviews are reviews of contracts that have been carefully checked by contract experts. This review is designed to help users understand the rights and obligations associated with the Terms And Conditions ("TAC") for Citizn Company. We looked at the issues found in 'Term Sheets' and did not look for any other issues.

For more information on TermScout's contract review process, visit our methodology page.

In order to qualify for Certification, a contract must meet the following criteria:

  • Achieve a TermScout rating of Balanced or Customer Favorable, and
  • Be free of all designated Deal Breaker clauses.

The difference between certified Balanced and certified Customer Favorable is the TermScout favorability rating achieved by the contract. Each of these criteria is more fully described below.

A contract is balanced when it allocates risks between the parties in a roughly equal manner, as determined by TermScout's two-step, data-driven analysis. First, we use our proprietary AI to abstract over 750 defined data points from each contract we analyze. Then, we use an algorithm to objectively score that data. Because TermScout looks at the exact same set of data points and uses the exact same scoring algorithm in every contract analysis we conduct, you can now compare contracts on an apples-to-apples basis. (You can read more about the data points that TermScout analyzes in every IT contract here.)

This enables us to objectively rate contracts at both the agreement level and by key topic area (e.g., limitations of liability, indemnification, warranties, etc.) and show you which contracts are vendor favorable, which are customer favorable, and which are balanced.

Not all risks are created equal. Even if a contract shifts only a single risk to the buyer, the contract still may not merit certification if that risk is material enough. Examples of these types of Deal Breakers include exclusivity, complete disclaimers of liability, etc. Accordingly, TermScout will not certify a contract if it contains any of the following Deal Breaker clauses,² which TermScout identified by reference to market data and input from prominent buy-side and sell-side legal experts from TermScout's Innovation Advisory Council:

This makes it nearly impossible for a customer to recover from a vendor, no matter what goes wrong - even if the vendor violates other provisions of the contract.

Signing non-competes means contractually promising not to engage in a certain line of business. This is something most businesses want to avoid where possible.

Agreeing not to solicit a vendor's employees, customers, or vendors sounds reasonable, but it places challenging burdens on the customer to ensure they comply.

Agreeing not to procure similar services from other companies can severely hinder a company's ability to do business.

Privacy laws require companies to follow strict rules with respect to how they handle certain types of data. This clause presents major risks to a company's ability to comply with such laws.

It's extremely rare for a customer to need to assign IP rights to an IT vendor. Doing so can materially jeopardize a company's rights in its own IP.

Since most IT services today are delivered "as a service", customers often upload wide varieties of information onto vendors' servers. Confidentiality commitments are expected by most customers.

The goal of TermScout's reports is to provide users with the data necessary to make an informed decision about whether they can accept the terms. The data provided in TermScout's reports includes:

  • Term Sheet: A full report of the key rights and obligations contained in the agreement.
  • Overall Ratings: TermScout's overall impression of the favorability of the contract vis a vis the parties. These ratings are algorithmic approximations of favorability that are based on market data and the subject views of contract experts with experience in the specific type of contract.
  • Rare Clause Radar: TermScout identifies and surfaces a list of the most rare and material clauses that favor your counterparty.
  • Playbooks: Playbooks are a way of programming into TermScout's software a specific set of acceptance criteria for a contract type. All accounts have access to sample Playbooks for select templates, and Pro accounts have the ability to build custom Playbooks.
  • Comparable Contracts: We'll show a list of contracts sorted by favorability ratings and allow for the comparison of similar contracts based on position, industry, and contract type.
  • Market Data: Any right or obligation in a contract can be compared to market data for similar contract types, including data from TermScout's Contract Market Database™ of thousands of public contracts and anonymized and aggregated data from hundreds of negotiated contracts.

Certified Contract Reports contain only a subset of the above data. To access all of the data available, create a free account here and search for the desired contract in Triage.

Please note that this report focuses on the identification of terms from the contract documents listed under 'Scope of Review' and compares them against a defined set of criteria. Certain services may be subject to additional terms not available to TermScout, such as purchase orders and other deal-specific documents. You should always review the terms associated with the specific service you are using and know that TermScout's ratings generally do not cover (a) services purchased through a reseller, (b) offline variants of any of the Agreements, (c) service-specific terms that override any of the terms discussed here, or (d) free services. You also should consult your legal counsel if you have any questions about the meaning, significance or assessment of any agreement or provision.

TermScout prepared this report with an average use-case customer in mind and operated under the assumptions listed below (the "Key Assumptions"). To the extent that provisions in a contract vary based on specific circumstances that differ from the Key Assumptions, TermScout ignores those variations. Additional contract-level assumptions, if any, are disclosed in 'Notes to Customer'.

Key Assumptions

  1. Customer is an average "end user" of the service (i.e. not a partner, distributor, or developer).
  2. Customer is not a government entity.
  3. Customer is a US-based company and is using the service in the US.
  4. Customer is a paying user (i.e. not a user of free services).
  5. Customer is not using beta services.
  6. Unless otherwise noted, service-specific terms that may override or supersede the terms of the Agreement are not reviewed by TermScout.

We reviewed the TAC for TermScout and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Customer" means the party contracting with TermScout and "Vendor" means TermScout.

References herein to the "Agreement" are to the following documents:

  • The Primary Document: Terms And Conditions ("TAC")
  • The following Secondary Document(s) expressly incorporated by reference into the Primary Document and reviewed by TermScout as part of this analysis:
    • Privacy Policy ("PP")

TermScout did not review any documents other than those listed above. If other documents form part of this Agreement, the answers provided by TermScout may be incomplete or incorrect. TermScout's accuracy commitments only cover documents specifically identified in this section.

TermScout's review of its own contract does not amend or replace any language in the contract itself, and is provided for convenience only. Any conflicts between this report and the contents of the Agreement shall be resolved in favor of the Agreement.

View a full breakdown of our contract certification deal breakers.

Frequently Asked Questions

Find quick answers to the most common questions about our platform, process, and agreements.

Contact Us

Enterprise buyers frequently challenge agreements that permit broad internal reuse of legal-content data, privileged materials, or user activity information for analytics, AI training, or operational benchmarking purposes. Additional scrutiny is common when vendors rely on vague processing definitions or reserve unilateral authority to modify privacy practices after onboarding. Buyers generally expect legal-tech privacy frameworks to maintain stricter governance controls because these platforms often contain highly sensitive legal and regulatory information.

Legal technology platforms frequently integrate with document-management systems, collaboration environments, e-discovery tools, and internal repositories that contain confidential and regulated information. IT, security, and legal teams therefore evaluate whether DPA provisions align with operational access controls, retention standards, and infrastructure governance expectations. Review complexity increases when agreements provide limited transparency into subprocessors, infrastructure locations, or downstream handling practices affecting sensitive legal workflows.

Buyers increasingly focus on whether contractual privacy obligations create manageable oversight across privileged communications, litigation materials, investigation records, and compliance workflows. Concerns often arise when agreements broadly define operational processing rights, narrowly limit customer audit visibility, or permit extensive third-party access without structured governance safeguards. Enterprise teams also assess whether privacy commitments remain operationally enforceable across integrated environments and evolving platform functionality.

Market-aligned agreements generally define processing rights narrowly, preserve strong restrictions on internal reuse of legal information, and maintain transparent controls around retention, deletion, and third-party access. Contracts become harder to approve when vendors broadly reserve rights over legal-content metadata, operational analytics, or customer-generated materials without clearly defined governance limitations. Buyers often interpret heavily permissive privacy structures as indicators of elevated confidentiality, compliance, and operational risk.

Check If Your Contract Qualifies for Certification

See how your terms compare to market standards and uncover opportunities to build buyer trust and close deals faster.

Get your Certification Score Now