Last Updated: March 24, 2025
Welcome to Protractor. Please read these Terms of Service ("Terms") carefully as they govern your use of our contract review platform and services. By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.
1. Acceptance of Terms
By accessing or using Protractor's services, website, or applications (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. These Terms constitute a legally binding agreement between you and Protractor regarding your use of our platform and services. We reserve the right to modify these Terms at any time, and your continued use after any modifications indicates your acceptance of the updated Terms.
2. Description of Services
Protractor provides AI-powered construction contract analysis and optional expert review services to help users better understand their construction contracts. Our comprehensive service suite includes automated contract analysis that identifies potential risk areas, provides detailed risk assessments categorized as high, medium, or low, generates informative contract annotations highlighting key provisions, offers interactive chat assistance for specific contract questions, and provides optional expert review by professionals with construction contract knowledge. Our platform is designed to simplify complex construction agreements and empower users with greater understanding of their contractual obligations and rights.
3. Educational Nature of Services
IMPORTANT: THE SERVICES PROVIDED BY PROTRACTOR ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE OR LEGAL REPRESENTATION.
3.1 Not Legal Review: Our automated and AI-generated analyses are designed to provide educational guidelines on how to have constructive conversations with your contractors and avoid common pitfalls. These analyses do not constitute legal advice or legal review of your contracts. The annotations, risk assessments, and other content generated by our platform should be used solely as educational tools to better understand construction contracts and identify potential discussion points with contractors. Our services cannot replace the expertise and judgment of a licensed attorney who can provide personalized legal advice based on your specific circumstances and the laws of your jurisdiction.
3.2 Conversation Tool: Protractor is designed as a comprehensive tool to help you identify potential discussion points with your contractor and to better understand construction contract terminology and implications. Our platform aims to empower you with knowledge about common contract provisions, industry standards, and potential risks, enabling more productive conversations with your contractors. The insights provided are meant to facilitate better communication and understanding between parties to a construction contract, not to provide definitive legal interpretations or advice about your specific legal rights and obligations.
3.3 Expert Review Limitations: Even when selecting our Expert Review option, there are important limitations you should understand. The reviewing attorney may not be licensed in your state or jurisdiction and therefore cannot provide state-specific legal advice that would constitute the practice of law in your location. You should consult with a local attorney licensed in your jurisdiction for legal advice specific to your situation and applicable local laws. The review provided through our Expert Review service is for educational purposes only and does not create an attorney-client relationship between you and the reviewing expert or Protractor. Any recommendations or suggestions provided through this service should be discussed with your own legal counsel before implementation.
4. User Accounts
You must create an account to use our Services, providing accurate and complete information during the registration process. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to promptly notify Protractor of any unauthorized use of your account or any other breach of security. Protractor cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements. You agree to keep your contact information, payment details, and other account information current and accurate throughout your use of our Services.
5. User Submissions and Content
5.1 Ownership: You retain all ownership rights to any contracts or other documents you upload to our Services. Nothing in these Terms transfers ownership of your content to Protractor. We respect your proprietary rights in your uploaded documents and will only use them as explicitly permitted in these Terms or as otherwise authorized by you.
5.2 License Grant: You grant Protractor a non-exclusive, worldwide, royalty-free license to use, store, and process your uploaded documents solely for the purpose of providing and improving our Services, training and improving our AI systems, and developing new features. This license is limited to the purposes described and does not grant Protractor any rights to use your content for other commercial purposes or to transfer rights in your content to third parties. This license exists only for as long as necessary to provide the Services to you and improve our platform for all users.
5.3 Data Usage: Contracts you submit may be anonymously used by Protractor to improve our service and AI models through analysis of patterns, terminology, and structure common in construction contracts. However, your contracts will NEVER be shared with any third parties, including AI model providers, data brokers, or other commercial entities. All personal identifying information will be removed before any internal use for service improvement, including names, addresses, phone numbers, email addresses, and any other information that could reasonably be used to identify the parties to the contract. We implement stringent anonymization protocols to ensure the confidentiality of your documents while allowing us to improve our Services for all users.
5.4 Sensitive Information: You should redact or remove sensitive personal information (such as Social Security numbers, bank account details, credit card numbers, personal identification numbers, or other financial or highly personal data) from documents before uploading them to our platform. While we maintain strong security measures, completely removing sensitive information before upload provides an additional layer of protection for your most sensitive data. Protractor is not responsible for the protection of sensitive information that you choose to include in uploaded documents.
6. Privacy and Data Security
Your use of our Services is also governed by our Privacy Policy, which is incorporated by reference into these Terms. The Privacy Policy explains how we collect, use, store, and protect your personal information and the data you provide to us. We implement reasonable security measures to protect your information, including encryption, access controls, and regular security assessments. However, no method of transmission over the Internet or electronic storage is completely secure, and while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee absolute security. You acknowledge that you provide your personal information at your own risk and that Protractor shall not be liable for any security breaches that are not the result of our negligence.
7. Payments and Billing
We offer several pricing tiers for our Services, including Contractor Conversations at $99 and Expert Review at $499. All fees are quoted in US dollars and are non-refundable except as expressly provided in these Terms. We reserve the right to change our prices at any time, but such changes will not affect contracts already in place. You agree to provide accurate and complete payment information and authorize us to charge your designated payment method for all fees incurred in connection with your account. If a payment is not successfully processed due to expiration, insufficient funds, or otherwise, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated.
8. Refunds
If you are not satisfied with our Services, please contact our customer support team to discuss your concerns. We value your satisfaction and may offer a full refund at our discretion if we cannot address your concerns to your satisfaction. Refund requests will be evaluated on a case-by-case basis, taking into account the nature of the issue, the services provided, and other relevant factors. Any refunds granted will be processed using the same payment method originally used for purchase. We reserve the right to modify our refund policy at any time, though such changes will not affect refund requests already in process.
9. Disclaimers and Limitations of Liability
9.1 AS IS: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROTRACTOR MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY WEBSITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES IN CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, OR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES.
9.2 No Guarantees: We do not guarantee that our Services will identify all potential issues in your contracts or that following our suggestions will result in favorable outcomes. Construction contracts are complex legal documents with many variables, and while our system is designed to identify common issues and risks, it cannot replace professional legal judgment for your specific situation. The effectiveness of our suggestions depends on many factors outside our control, including the specific terms of your contract, applicable local laws, and the actions of other parties to the contract.
9.3 Accuracy Limitations: While our system is trained on millions of construction contracts and we strive for high accuracy, automated analysis has inherent limitations. Our AI systems continue to evolve and improve but may not capture every nuance or special circumstance relevant to your specific situation. The analysis provided is based on pattern recognition from numerous other contracts and may not account for unique aspects of your specific contract or circumstances. Human judgment remains important in interpreting and acting on the information provided by our Services.
9.4 Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, PROTRACTOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; ANY CONTENT OBTAINED FROM THE SERVICES; OR UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
9.5 Our maximum liability arising out of or related to these Terms shall not exceed the amounts you have paid to Protractor in the 12 months preceding the event giving rise to the liability, or $100 if you have not had any payment obligations to Protractor. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Protractor and you, and the limitations will apply even if any limited remedy specified herein is found to have failed of its essential purpose.
10. Indemnification
You agree to defend, indemnify, and hold harmless Protractor and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from or related to: your use of and access to the Services; your violation of any term of these Terms; your violation of any third-party right, including without limitation any copyright, property, or privacy right; or any claim that content you submitted caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services. Protractor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
11. Intellectual Property
11.1 Our IP: All content, features, and functionality of our Services, including but not limited to text, graphics, logos, button icons, images, audio clips, data compilations, and software, are the exclusive property of Protractor or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Protractor name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Protractor or its affiliates or licensors. You must not use such marks without the prior written permission of Protractor. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
11.2 Your Use: We grant you a limited, non-exclusive, non-transferable, revocable license to use our Services solely for your personal, non-commercial use in accordance with these Terms. This license does not include any resale or commercial use of any part of the Services or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Services or their contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Services and all rights therein are and shall remain Protractor's property or the property of Protractor's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights to use or reference in any way Protractor's company names, logos, product and service names, trademarks, or services marks.
12. Term and Termination
These Terms will remain in effect until terminated by you or Protractor according to this section. You may terminate these Terms at any time by canceling your account and discontinuing use of the Services. We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. We may also terminate or suspend your account if you haven't accessed our Services for an extended period. Upon termination, your right to use the Services will immediately cease, but all provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
13. Changes to Terms
We may modify these Terms at any time by posting the revised terms on our website or by providing notice to you through the Services. It is your responsibility to check the Terms periodically for changes. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Services. We may also, in the future, offer new services and/or features through the Services. Such new features and/or services shall be subject to the terms and conditions of these Terms unless explicitly stated otherwise.
14. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
Mandatory Pre-Dispute Procedures: Before initiating any formal dispute resolution process, you agree to first contact Protractor at team@useprotractor.com with a detailed written description of your concern and any desired remedy. Protractor must be given at least 90 days from receipt of this notice to investigate and address your concerns. During this period, you agree to engage in good faith discussions with Protractor representatives to find a mutually agreeable resolution.
Required Mediation: If the dispute remains unresolved after the initial 90-day period, both parties agree to participate in at least one mediation session conducted by a mutually agreed-upon mediator based in California, which may be conducted remotely. You agree to share equally in the costs of mediation. Any formal dispute resolution proceedings may not be commenced until after this mediation session has been completed in good faith.
Arbitration: If mediation is unsuccessful and only after completing the above steps, any remaining dispute shall be resolved exclusively through final and binding arbitration conducted in accordance with the rules of JAMS or a similar organization in California. The arbitration shall be conducted by a single arbitrator and shall take place in San Francisco, California, or at Protractor's sole discretion, may be conducted remotely. You acknowledge and agree that you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Arbitration Fees and Costs: The filing fee for arbitration shall be paid by the party initiating the arbitration. All other arbitration costs shall be shared equally between the parties, unless the arbitrator determines that such costs should be reallocated in the interests of fairness. Each party shall bear their own attorney fees unless the arbitrator awards them to the prevailing party.
Small Claims Exception: Notwithstanding the foregoing, either party may bring an individual action in small claims court, but only if the claim qualifies, the amount in controversy does not exceed the jurisdictional limit of the small claims court, and all pre-dispute procedures described above have been fully exhausted.
Limitations on Claims: Any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred. All claims you bring against Protractor must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this section shall be considered improperly filed.
Injunctive Relief: Notwithstanding the foregoing, Protractor may seek injunctive or other equitable relief to protect its intellectual property rights, confidential information, or other proprietary rights in any court of competent jurisdiction.
15. Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. The failure of Protractor to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
16. Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and Protractor regarding our Services and supersede all prior agreements and understandings, whether written or oral, regarding the Services. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. These Terms do not confer any third-party beneficiary rights. The section titles in these Terms are for convenience only and have no legal or contractual effect.
17. Contact Information
If you have any questions about these Terms, please contact us at team@useprotractor.com. We strive to address all inquiries promptly and thoroughly. For technical issues, please include as much detail as possible, including any error messages, to help us resolve your concern efficiently.
By using Protractor, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.