Terms of Service

Clawback Labs

Last Updated: May 2026

1. Agreement to Terms

By accessing and using clawbacklabs.com and the services offered by Clawback Labs ("Company," "we," "us," "our," or "Service"), you agree to be bound by these Terms of Service. If you do not agree to abide by the above, please do not use this service.

2. Use License

Permission is granted to temporarily download one copy of the materials (information or software) on Clawback Labs' website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

• Modify or copy the materials
• Use the materials for any commercial purpose or for any public display
• Attempt to decompile or reverse engineer any software contained on the website
• Remove any copyright or other proprietary notations from the materials
• Transfer the materials to another person or "mirror" the materials on any other server
• Attempt to gain unauthorized access to any portion of the website

3. Disclaimer of Warranties

The materials on Clawback Labs' website are provided on an 'as is' basis. Clawback Labs makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

No statement on the website or in engagement materials shall be interpreted as a guarantee of recovery, savings, or commercial outcome.

4. Limitations of Liability

In no event shall Clawback Labs or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Clawback Labs' website, even if Clawback Labs or an authorized representative has been notified orally or in writing of the possibility of such damage.

5. Accuracy of Materials

The materials appearing on Clawback Labs' website could include technical, typographical, or photographic errors. Clawback Labs does not warrant that any of the materials on its website are accurate, complete, or current. Clawback Labs may make changes to the materials contained on its website at any time without notice.

6. Service Terms

6.1 Service Description

Clawback Labs provides vendor invoice review and invoice-to-contract comparison services. We compare your submitted vendor invoices against your signed contracts to identify discrepancies.

6.2 Contingency Fee Model

• Service fee: 15% of identified overcharges only
• Payment: Due within 30 days of recovery or upon receipt of vendor credit
• No recovery: No fee is charged
• You are responsible for negotiating and processing recovery with vendors

6.3 What We Provide

• Line-by-line invoice-to-contract comparison
• Identification of rate mismatches, missing discounts, duplicate charges
• Structured audit-style report with evidence and source citations
• Initial delivery is typically targeted within 48 hours of receiving a complete document package

6.4 What We Do NOT Provide

• Legal advice or interpretation of contract language
• Tax advice or financial planning guidance
• Direct vendor negotiation or recovery collection
• Guaranteed results or recovery amounts
• Guarantees regarding completeness, recovery outcomes, or interpretation accuracy

6.4.1 Professional Scope Limitation

Clawback Labs provides operational invoice review and discrepancy analysis only and does not provide legal, accounting, financial statement audit, procurement advisory, or tax advisory services.

6.5 Your Responsibilities

• You are responsible for accuracy of documents submitted
• You conduct independent review of all findings
• You are responsible for vendor communication and recovery
• You are responsible for verification of findings before taking action
• You are responsible for tracking and reporting recovered amounts

6.6 Service Nature

Clawback Labs provides analytical support tools and evidence-backed discrepancy review workflows. Customers remain solely responsible for procurement decisions, accounting treatment, vendor communications, legal escalation, and recovery actions.

7. Engagement Process

7.1 NDA Requirement

Before submitting documents, you must sign a mutual NDA. The Company will provide an NDA template.

7.2 Document Submission

• Documents may be submitted via encrypted email or password-protected cloud link
• Accepted formats: PDF, CSV, Excel, JPG (scanned documents)
• Maximum engagement scope: 12 months of invoices per engagement

7.3 Processing Timeline

Target timelines:

• Receipt acknowledgment: typically within 24 hours
• Initial audit memo: typically within 48 hours of a complete document set
• Revision requests: timing depends on engagement scope and requested changes

Timelines are estimates only and are not guaranteed service levels.

7.4 Findings Categories

Reports distinguish between:

• Confirmed findings: Clause-cited matches with clear contract and invoice support
• Review required: Items identified for your review before escalation

8. Data Handling & Deletion

8.1 Data Processing

Customer documents may be processed using AWS-hosted infrastructure configured with encrypted transport, encrypted storage, and restricted access controls.

Customer documents are not used to train public foundation models.

Operational security logs and infrastructure metadata may persist for limited periods as part of standard cloud security operations.

8.2 Deletion Timeline

Source documents are targeted for deletion no later than 48 hours after report delivery unless otherwise requested in writing by the client.

Certain operational security logs and infrastructure metadata may persist for limited periods as part of standard cloud operations.

Delivered reports may be retained unless deletion is requested in writing.

8.3 Deletion Confirmation

You receive an automated confirmation email after deletion, including the date and time of deletion and a list of deleted files.

Application-level engagement artifacts associated with the review workflow are targeted for removal alongside source materials, subject to operational logging requirements.

8.4 Report Retention

Unless you request deletion in writing, we may retain the delivered report for your reference, consistent with our retention practices. Customer source documents are targeted for deletion as described in Section 8.2. Clients receive a usage right to delivered reports for internal business purposes.

9. Confidentiality

9.1 Your Data

Your submitted documents are confidential. We do not:

• Share findings with third parties
• Use your data for marketing
• Disclose vendor relationships
• Use your documents for model-training purposes beyond the engagement processing window described in this policy

Customer source documents are not retained beyond the stated retention window except where operational, legal, or security requirements apply.

9.2 Our Work Product

Delivered reports are confidential. Clients receive a usage right to delivered reports for internal business purposes.

9.3 Mutual Confidentiality

Both parties agree to maintain confidentiality of engagement terms and findings.

10. Limitation of Liability

10.1 Maximum Liability

To the maximum extent permitted by applicable law, Clawback Labs' aggregate liability arising from an engagement shall not exceed the fees actually paid to Clawback Labs for that engagement.

10.2 Excluded Damages

In no event shall Clawback Labs be liable for:

• Indirect damages
• Consequential damages
• Lost profits
• Lost data
• Business interruption
• Vendor disputes or claims
• Business decisions, vendor negotiations, or recovery outcomes arising from use of the findings

10.3 Basis of Liability

This limitation applies whether liability is asserted on the basis of contract, tort, strict liability, or any other theory.

11. Disclaimer of Professional Advice

11.1 Not Legal Advice

This service is NOT legal advice. Clawback Labs does not provide legal interpretation or counsel. Consult an attorney for legal matters.

11.2 Not Tax Advice

Recovered amounts may have tax implications. Consult a tax professional regarding tax treatment of recoveries.

11.3 Not Financial Advice

This service is not financial or accounting advice. Consult your accountant regarding financial reporting.

12. Indemnification

You agree to indemnify and hold harmless Clawback Labs, its owners, employees, and agents from any claim, demand, or damage arising from:

• Your use of the service
• Your violation of these terms
• Your breach of applicable law
• Your submission of inaccurate documents
• Your vendor negotiations or disputes

13. No Warranties

13.1 Service Warranty Disclaimer

CLAWBACK LABS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING:

• Accuracy of invoice-to-contract comparison or structured review findings
• Completeness of discrepancy identification
• Recovery success or amounts
• Vendor cooperation or response
• Suitability of the service for your needs

13.2 AS-IS Service

The service is provided "as is" without warranty of any kind.

13.3 Human Review

Findings are subject to human review prior to delivery; however, customers remain responsible for independently evaluating findings before taking operational, legal, procurement, or financial action.

14. Intellectual Property

14.1 Our IP

Clawback Labs retains all rights to our methodology, tools, and processes.

14.2 Your IP

You retain ownership of all documents you submit. Clients receive a usage right to delivered reports for internal business purposes.

15. Termination

15.1 Right to Terminate

Clawback Labs reserves the right to terminate or refuse service at any time for any reason.

15.2 Upon Termination

• All submitted documents are targeted for deletion
• Outstanding fees (if any recovery occurred) remain due
• Engagement ends immediately

16. Modifications to Service Terms

Clawback Labs may revise these terms at any time without notice. By continuing to use the service, you agree to be bound by the revised terms.

17. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the services provided by Clawback Labs shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

18. Dispute Resolution

18.1 Good-Faith Resolution

Before initiating formal proceedings, both parties agree to attempt in good faith to resolve disputes through direct discussions.

18.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the services provided by Clawback Labs shall be resolved through binding arbitration.

18.3 Arbitration Procedure

The arbitration shall be conducted in English by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator, either party may seek appointment through a mutually recognized arbitration provider.

18.4 Venue

Unless otherwise agreed by the parties, arbitration proceedings may be conducted remotely via video conference.

18.5 Interim Relief

Nothing in this section prevents either party from seeking temporary injunctive or equitable relief from a court of competent jurisdiction to protect confidential information, intellectual property, or data security interests.

19. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect.

20. Entire Agreement

These Terms of Service constitute the entire agreement between you and Clawback Labs regarding the service and supersede all prior agreements, understandings, and negotiations.

21. Contact Information

For questions regarding these Terms of Service:

Clawback Labs

Email: contact@clawbacklabs.com

Website: clawbacklabs.com

These Terms of Service are provided for general information. For legal counsel, consult an attorney in your jurisdiction.