Terms of service

These Terms of Service (the “Terms”) form a contract between [EDIT: legal entity, e.g., “Marshal Inc., a Delaware corporation”](“Marshal,” “we,” “us”) and the entity you represent (“Customer,” “you”).

By creating a Marshal account, signing an order form referencing these Terms, or otherwise accessing the Service, you accept these Terms. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, and references to “you” and “Customer” refer to that entity.

• Service — the Marshal software-as-a-service application and related services we provide under these Terms.
• Customer Content — data submitted to, stored in, or generated through the Service by or on behalf of Customer, including but not limited to investigation records, uploaded documents, interview transcripts, allegation descriptions, findings, and user-authored memos and reports.
• Authorized User — an individual employee or contractor of Customer who Customer has invited to access the Service on its behalf.
• DPA — the Data Processing Addendum executed between Marshal and Customer (or, if none is separately executed, the standard DPA we make available), which forms part of these Terms.
• AI Sub-processor — a third-party provider of artificial-intelligence model inference services that Marshal uses to generate drafts (currently [EDIT: Anthropic]; the current list is published on our sub-processors page).
• Documentation — the user-facing documentation we publish for the Service.

The Service is a workspace for conducting internal workplace investigations. It includes features such as intake recording, document evidence management, interview memo authoring, timeline synthesis, allegation tracking, finding determinations, report generation, audit logging, and AI-assisted drafting.

We may modify, add, or remove features over time. We won't materially reduce the functionality you've paid for during a paid term without notice.

You may create an account and add Authorized Users up to any limits in your current plan. You are responsible for:

• All activity under your account, including by Authorized Users
• Keeping login credentials confidential and notifying us promptly of unauthorized access
• Ensuring Authorized Users comply with these Terms and any user-level requirements (training, role-based access, etc.)
• Removing Authorized Users promptly when they leave your organization or no longer require access (the SCIM integration can automate this)

Marshal is a tool for conducting workplace investigations lawfully. You agree that:

• You will comply with all laws applicable to your use of the Service, including employment law, anti-discrimination law, privacy law, and any sector-specific regulation (healthcare, financial services, government contracting, etc.)
• You will not use the Service to conduct any investigation that is itself unlawful (for example, an investigation designed to retaliate against protected activity)
• You have the legal right to upload and process all Customer Content you submit, including any third-party personal data
• You will provide required notices and obtain required consents under applicable data-protection law (for example, employee notice of monitoring)
• You will not represent AI-generated drafts as legal advice or as final investigative findings without your own human review
• You will use the legal-hold feature to preserve relevant data when litigation is reasonably anticipated

You are responsible for backing up Customer Content if you require offsite copies beyond what the Service provides.

You will not, and will not allow any Authorized User to:

• Reverse engineer, decompile, or attempt to extract source code from the Service, except to the extent law expressly prohibits such a restriction
• Bypass access controls, including attempting to access another tenant's data, attempting to escalate privileges, or testing the Service for security vulnerabilities without using the disclosure channels at /trust/security
• Use the Service to send unsolicited communications, spam, phishing, or malware
• Upload content that infringes intellectual property rights, violates privacy law, or is otherwise unlawful
• Use the Service to develop a competing product or to train any AI model
• Resell, sublicense, or make the Service available to third parties except for Authorized Users

Subscription fees, billing terms, and trial periods are described in your order form, in your in-app account, or at [EDIT: pricing page URL once published]. Unless otherwise stated:

• Fees are billed in advance on a recurring basis (monthly or annual)
• Fees are non-refundable, except where required by law
• Subscriptions auto-renew unless you cancel before the renewal date
• We may change prices for renewal terms with at least [EDIT: 30 days]notice; if you don't agree, you may cancel before the renewal takes effect
• Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law
• All fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our net income

We use Stripe to process payments. By providing payment information, you authorize us (and Stripe) to charge the payment method on file for amounts due.

The Service includes AI-assisted drafting features powered by large language models from AI Sub-processors. The following apply to your use of these features:

• You authorize AI processing. By using the AI features, you authorize Marshal to send relevant Customer Content to AI Sub-processors for the purpose of generating drafts. The current AI Sub-processors are listed at /trust/sub-processors.
• No model training. Our agreements with AI Sub-processors prohibit them from using Customer Content to train, fine-tune, or otherwise improve their models. Marshal will not use Customer Content to train any AI model.
• Drafts only. AI output is a draft artifact, not a determination or recommendation by Marshal. You and your Authorized Users are responsible for reviewing, editing, and confirming AI output before relying on it. Marshal does not provide legal advice, and AI output is not legal advice.
• Variability. AI models are probabilistic. The same input can produce different outputs at different times. We do not guarantee accuracy, completeness, or consistency of AI output.
• Provenance. Marshal records the prompt template version, model name and version, input content hash, and output for each AI call. This provenance log is part of the audit record.

9.1 Customer Content

You retain all rights, title, and interest in Customer Content. You grant Marshal a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Content solely to provide the Service to you (and to your Authorized Users) and to comply with law. This license terminates when you delete the Customer Content or terminate your account, subject to the post-termination handling described below.

9.2 The Service

Marshal retains all rights, title, and interest in and to the Service, the Documentation, our trademarks and trade names, and all derivatives and improvements. Nothing in these Terms grants you any rights in the Service or our intellectual property beyond the limited right of use described in these Terms.

9.3 Feedback

If you give us suggestions or feedback about the Service, you grant Marshal a perpetual, irrevocable, royalty-free license to use that feedback without obligation to you.

Each party may receive non-public information of the other (“Confidential Information”). The recipient will: (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care; (b) use Confidential Information only for purposes contemplated by these Terms; and (c) limit access to those of its personnel and advisors who need to know and are bound by confidentiality obligations.

Confidential Information does not include information that is (or becomes) public through no fault of the recipient, was already known to the recipient without an obligation of confidentiality, is independently developed by the recipient, or is rightfully received from a third party without confidentiality obligation.

Customer Content is Customer's Confidential Information. The Service, pricing, and our internal systems are Marshal's Confidential Information.

Where Marshal processes personal data on Customer's behalf, the DPA applies and is incorporated into these Terms by reference. To the extent of any conflict between these Terms and the DPA on data-protection matters, the DPA controls.

You can review or request the DPA at [EDIT: DPA URL or contact path].

Marshal warrants that the Service will perform substantially in accordance with the Documentation. As your exclusive remedy for breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity; if we cannot correct it, you may terminate the affected subscription and receive a pro-rata refund of fees paid for the unused portion.

EXCEPT FOR THE WARRANTY ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. MARSHAL DOES NOT PROVIDE LEGAL ADVICE; OUTPUT FROM THE SERVICE (INCLUDING AI-GENERATED DRAFTS) IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT BY QUALIFIED INVESTIGATORS OR COUNSEL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO MARSHAL IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not apply to: (a) breach of the confidentiality obligations; (b) infringement of the other party's intellectual property rights; (c) the indemnification obligations below; (d) Customer's payment obligations; or (e) liability that cannot be limited by law (such as gross negligence or willful misconduct).

14.1 Marshal indemnifies Customer

Marshal will defend Customer against any third-party claim alleging that the Service, as provided by Marshal and used in accordance with these Terms, infringes a third party's intellectual property rights, and will pay amounts a court finally awards or that Marshal agrees to in settlement. If the Service becomes (or in Marshal's opinion may become) subject to such a claim, Marshal may at its option modify the Service to be non-infringing, obtain a license for Customer to continue use, or terminate the affected portion of the Service with a pro-rata refund.

14.2 Customer indemnifies Marshal

Customer will defend Marshal against any third-party claim arising from: (a) Customer Content, including any claim that Customer Content infringes or violates a third party's rights or applicable law; (b) Customer's breach of Section 5 (Customer obligations) or Section 6 (Acceptable use); or (c) Customer's use of the Service in violation of these Terms or applicable law. Customer will pay amounts a court finally awards or that Customer agrees to in settlement.

14.3 Process

The indemnified party must promptly notify the indemnifying party of any claim, give sole control of the defense and settlement (provided the settlement does not impose obligations on the indemnified party without consent), and reasonably cooperate at the indemnifying party's expense.

15.1 Term

These Terms apply for as long as Customer has an active account or paid subscription, and survive termination as to any provisions that by their nature should survive (intellectual property, confidentiality, indemnification, limitation of liability, payment, governing law).

15.2 Termination for convenience

Customer may cancel a subscription at any time from the billing settings. Cancellation takes effect at the end of the then-current paid period; fees already paid for the term are not refunded except where this agreement expressly says otherwise.

15.3 Termination for cause

Either party may terminate these Terms (and any active subscriptions) on [EDIT: 30 days] notice if the other party materially breaches and fails to cure within that window. Marshal may suspend or terminate immediately for non- payment, Acceptable Use violations, or activity that poses a security risk to the Service or other Customers.

15.4 Effect of termination

On termination, Customer's access to the Service ends. Customer Content remains available for export for [EDIT: 30 days] after termination, then is deleted from active systems and from backups in accordance with our retention schedule. Audit log records are retained as required by law and our audit-defensibility commitments; this retention is a legal-claims defense interest under GDPR Article 17(3)(e) and applicable HR-records statutes and survives termination of this agreement.

These Terms are governed by the laws of [EDIT: governing law jurisdiction — e.g., the State of Delaware, without regard to conflict-of-law principles].

[EDIT: insert chosen dispute path — e.g., exclusive jurisdiction in {venue}; OR binding arbitration via JAMS / AAA with class-action waiver and 30-day informal negotiation requirement. Pick one path and draft fully; consider EU consumer-law restrictions on arbitration if any consumer access is expected.]

We may update these Terms from time to time. For material changes, we'll give Customer at least [EDIT: 30 days] notice by email or in-app before the change takes effect. Continued use of the Service after a change takes effect means you accept the updated Terms. For non-material changes (typo fixes, clarifications), the change takes effect when posted.

Notices to Customer may be delivered by email to the billing contact on file or by in-app notification.

Notices to Marshal must be in writing and delivered to legal@marshal.to with a copy to [EDIT: legal mailing address].

• Entire agreement. These Terms, the DPA, and any order form constitute the entire agreement between the parties regarding the Service and supersede prior or contemporaneous agreements on the same subject.
• Assignment.Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets, and provided the assignee assumes all obligations.
• Severability. If any provision is unenforceable, the rest of these Terms remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, except for payment obligations.
• Independent contractors. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.
• No third-party beneficiaries. These Terms benefit only the parties and their permitted successors and assigns.
• Government end users.If the Customer is a U.S. government entity, the Service is “commercial computer software” and is licensed with only those rights provided in these Terms (FAR 12.212 / DFARS 227.7202).