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UpGuard Hosted Services Agreement Review & Rating

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Top 10% contract ranking
Contract
Ranking
Top 10%
Ranking

The vendor's agreements were benchmarked against thousands of vendor forms and are in the top 10% for customer favorability.

0
Deal Breakers

70% customer favorability, based on 750 plus contract signals powered by Certify.

70%
Customer Favorable

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

Verified

Top 10% IT contract. No structural blockers. Procurement-ready.

Risk Summary

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

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Topic
Rating
Details
Liability and Risk Allocation
60% Balanced Favoring Customer

Insurance

Insurance requirements

  • UpGuard must carry some other form of insurance TermScout was unable to classify - see citation

Summary

Liability cap

  • UpGuard's liability is capped at 12 months' fees
  • There is no secondary cap on UpGuard's liability
  • 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 obligations relating to confidential information are excluded from the cap on UpGuard's liability
  • Indemnification obligations relating to IP infringement are excluded from the cap on UpGuard'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
  • Indemnification obligations relating to IP infringement are excluded from the cap on Customer's liability
  • At least some indemnification obligations (other than relating to data or IP infringement) are excluded from the cap on Customer's liability

Excluded damages

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

Exceptions to excluded damages

  • The damages excluded from UpGuard's liability do not include claims related to violations of obligations relating to confidential information
  • The damages excluded from UpGuard's liability do not include indemnification obligations relating to IP infringement
  • 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
  • The damages excluded from Customer's liability do not include indemnification obligations relating to IP infringement
  • The damages excluded from Customer's liability do not include at least some indemnification obligations (other than relating to data or IP infringement)

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 UpGuard

Claims

  • UpGuard indemnifies Customer for claims based on third-party IP infringement
  • Customer indemnifies UpGuard for claims based on third-party IP infringement
  • Customer indemnifies UpGuard for claims arising from violation of any third party rights (other than IP infringement)

Scope of obligations

  • UpGuard's IP indemnification covers all types of IP
  • UpGuard's indemnification obligations are the exclusive remedy for indemnified claims
  • UpGuard's indemnification includes the obligation to provide a defense
  • UpGuard's indemnification includes the obligation to hold harmless
  • Customer's IP indemnification covers all types of IP
  • Customer's indemnification obligations are limited to third-party claims
  • Customer's indemnification obligations are not the exclusive remedy for indemnifiable claims
  • Customer's indemnification includes the obligation to provide a defense
  • Customer's indemnification includes the obligation to hold harmless

Limitations, conditions, or exclusions

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

Warranties Offered

SLAs

  • UpGuard offers an SLA regarding uptime
  • There is no specified remedy for UpGuard's violation of the uptime SLA
  • UpGuard offers some other form of SLA
  • There is no specified remedy for UpGuard's violation of the other form of SLA

Other warranties

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

Implied warranties

  • UpGuard disclaims some or all implied warranties
Data & Privacy
70% Customer Favorable

Data Rights

Data provided by Customer

  • UpGuard does not claim ownership of any data provided by Customer
  • UpGuard does not receive usage rights in any data provided by Customer beyond what is necessary to improve or provide the services

Data Security

Subprocessor obligations

  • The contract does not list subprocessors
  • UpGuard is required to ensure that subprocessors are bound by data or privacy requirements similar to those in this contract

Security commitments

  • UpGuard makes contractually binding data security commitments

Third party audits, standards, or certifications

  • UpGuard commits to comply with at least one third-party data security audit, standard, or certification
  • UpGuard commits to Soc 2 audits
  • UpGuard commits to ISO 27001 standards and/or certification
  • There are no qualifications and/or limitations to UpGuard's commitments to comply with third-party data security audits, standards, or certifications

Data breach notification policy

  • UpGuard does not commit to notifying Customer of a security breach impacting Customer's data

Summary

Vendor's confidential information

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

Customer's confidential information

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

  • UpGuard 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

  • UpGuard does not reserve the right to bill Customer for any expenses incurred by UpGuard
Term, Termination, & Control
80% Customer Favorable

Summary

Customer's termination rights

  • Customer has certain rights to terminate for cause
  • Customer has certain rights to terminate for convenience

Refunds

  • Customer's termination rights 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

  • UpGuard does not receive the right to terminate the contract for convenience
  • Customer has between 11 and 30 days to cure a breach before UpGuard can terminate for cause
  • UpGuard may suspend Customer's access to the service for material breach of the contract
  • UpGuard may suspend Customer's access to the service for payment-related issues
IP & Ownership
50% Balanced

Customer's IP

Licenses to Customer IP

  • UpGuard receives a right to Customer's suggestions and/or feedback

Assignment of Customer IP or work product

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

Warranties Offered

Other warranties

  • UpGuard provides warranties regarding its authority to enter into this contract and/or the validity of this contract
Restrictions & Controls
60% Balanced Favoring Customer

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

  • UpGuard is allowed to assign in the event of a merger or acquisition
  • UpGuard is allowed to assign in the event of a corporate reorganization
  • There are no consent requirements restricting UpGuard's ability to assign the contract
  • There are no notice requirements restricting UpGuard's ability to assign the contract
  • There are no restrictions or conditions on UpGuard'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 apply to Customer's assignment rights in the event of a merger or acquisition
  • Consent requirements apply to Customer's assignment rights 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 UpGuard

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 Hosted Services Agreement ("HSA") for UpGuard, Inc.. 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 HSA for UpGuard and any documents specifically listed under 'Scope of Review'. For purposes of this report, "Customer" means the party contracting with UpGuard and "Vendor" means UpGuard.

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

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.

Documents that do not form part of the Agreement:

TermScout could not find any clear language stating that these documents are incorporated by reference into the Primary Document. Documents that are not incorporated into a contract by reference may not be contractually binding; therefore, they were not reviewed by TermScout.

No additional notes to customer for this report.

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.

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Procurement and legal teams often escalate agreements when DPAs contain vague processing limitations, broad subprocessor rights, or unclear obligations tied to cross-border data transfers. Additional scrutiny is common when retention practices, deletion procedures, or incident notification timelines differ between the agreement and the vendor’s public security documentation. Enterprise buyers increasingly expect privacy terms to align operationally with the actual handling of sensitive customer and employee information rather than relying on generalized compliance statements.

Security vendors are frequently entrusted with privileged infrastructure access, internal telemetry, or sensitive operational data. As a result, procurement and legal teams evaluate privacy provisions through a broader governance lens that includes downstream operational exposure, regulatory accountability, and breach response readiness. Negotiation intensity tends to increase when agreements reserve broad discretion over subprocessors, data transfers, or processing scope without offering meaningful customer visibility or approval mechanisms.

Agreements often create friction when they permit unilateral modification of processing practices, rely heavily on external policy references, or narrowly define vendor obligations following a security incident. Buyers also react cautiously to contracts that provide limited transparency into subprocessor usage or impose broad customer indemnities tied to privacy compliance. Enterprise review standards increasingly favor operational specificity and governance consistency over generalized assurances that are difficult to verify in practice.

Procurement teams frequently use DPA language as a proxy for broader operational maturity and governance discipline. Vendors tend to build more confidence when agreements clearly define processing boundaries, escalation procedures, retention standards, and audit cooperation obligations. In contrast, inconsistent or overly permissive privacy terms may signal unresolved internal governance gaps that could create future operational risk. Buyers increasingly expect privacy commitments to function as enforceable operational controls rather than high-level policy summaries.

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