Effective Date: September 26, 2025
Provider: Formwatch (Jonathan Lee & Tarryn Marcus, General Partnership) ("Formwatch", "we", "us", "our").
Customer: The entity or person accepting these Terms ("Customer", "you").
Formwatch provides commercial spam detection for web form submissions. The Service ingests form data and related metadata, analyzes it using machine learning and rules, and returns classification results and related signals. We may update features from time to time; material adverse changes are handled under §15 (Changes).
You will: (a) create a team; (b) verify domain ownership (DNS or meta tag); (c) install our client script; (d) configure ICP criteria; (e) ensure your form collection practices comply with applicable law (including age/consent where required); and (f) comply with Schedule A (AUP) and §7 (Prohibited Data).
Submissions are classified as Clean, Suspicious (flagged), or Spam (blocked) according to your configuration. Classification is probabilistic and may produce false positives/negatives. You control how classifications flow into your systems.
If offered, the free trial length is as stated at signup (e.g., 14 days). Valid payment information is required at signup. Unless canceled before the trial ends, the subscription auto-converts to paid and the first charge occurs on the day the trial ends.
Subscriptions run for the selected initial term (monthly or annual) and automatically renew for successive terms of the same length unless a party gives notice of non-renewal at least 30 days (annual) or 5 days (monthly) before the end of the then-current term.
Fees are billed in advance and are non-refundable except as expressly stated. We may change prices effective on renewal with at least 30 days' prior notice.
If you exceed plan limits, we may charge overage at then-current rates or require a plan upgrade.
Amounts not received when due may accrue 1.0% per month (or the maximum allowed by law). We may suspend the Service after 10 days' written notice for unpaid amounts not subject to a good-faith dispute raised within 15 days of invoice.
Fees exclude taxes; you are responsible for all applicable taxes (other than our income taxes).
Unresolved chargebacks may result in immediate suspension; reinstatement may require alternate payment and a reactivation fee.
You own Customer Data. We own the Service, software, documentation, and all enhancements/derivatives. Each party retains its trademarks and logos.
You grant us the rights to use Customer Data as reasonably necessary to provide, maintain, secure, and support the Service (including abuse/threat detection).
You also grant us a non-exclusive, worldwide, royalty-free, sublicensable, irrevocable license to use Customer Data to develop, train, fine‑tune, and evaluate models and to improve the Service and related products. Training is cross-customer; we will not disclose one customer's raw data to another. Where feasible, we use de-identified or aggregated data for improvement.
We may collect telemetry/usage data and may create/use de‑identified or aggregated data for legitimate business purposes, provided it does not identify you or individuals.
For §5.2 processing, we act as Processor under the DPA (Schedule B). For §5.3–5.4, we act as an independent Controller.
Customer Data is retained as needed to provide the Service, improve spam models, and comply with legal obligations, or until deletion is requested; model artifacts and de‑identified aggregates may be retained permanently.
Each party will protect the other's Confidential Information with reasonable care and use it only for purposes of this Agreement. Customer Data is your Confidential Information; the Service/software and non‑public docs are ours.
Do not submit: (a) PHI under HIPAA; (b) children's data under 13 (or under local age of consent); (c) PCI payment data; (d) classified or export‑controlled info; (e) biometric identifiers regulated by law; (f) special categories under GDPR; or (g) other sensitive personal data under applicable laws without our prior written consent.
We implement industry‑standard safeguards including encryption in transit/at rest, RBAC, MFA for admin access, restricted production access, audit logging, backups, and incident response. See Schedule C (Security Overview) and the DPA (Schedule B).
Current subprocessors are listed in Schedule D and at /legal/subprocessors
. We remain responsible for their performance and will provide reasonable notice of material changes.
You grant us a perpetual, royalty‑free license to use feedback and suggestions without restriction.
We warrant the Service will perform materially in accordance with the documentation and will be provided in a professional and workmanlike manner. Your exclusive remedy is re‑performance or, if not commercially reasonable, a pro‑rata refund of prepaid Fees for the period of confirmed non‑conformance.
EXCEPT AS IN §11.1, THE SERVICE AND MATERIALS ARE PROVIDED "AS IS." WE DISCLAIM ALL IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT) and do not warrant uninterrupted/error‑free operation or perfect classification accuracy.
We will defend you against third‑party claims that the Service, as provided, infringes a U.S. patent, copyright, or trade secret, and pay damages finally awarded. We may modify/replace the Service or terminate the affected feature and refund prepaid, unused Fees. Exclusions: claims from Customer Data, combinations not provided by us, or use contrary to documentation.
You will defend us against claims arising from Customer Data (including its collection/submission), unlawful use of the Service, or breach of the AUP/§7, and pay damages finally awarded.
The indemnified party must promptly notify, cooperate, and grant control of the defense to the indemnifying party.
EXCEPT FOR Excluded Claims, each party's total liability will not exceed the greater of (a) the Fees paid or payable by Customer to Formwatch for the Service in the twelve (12) months before the event giving rise to liability, or (b) USD $10,000.
For IP indemnity (§12.1) and breach of confidentiality, the cap in §13.1 is increased to two (2) times that amount.
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL.
"Excluded Claims" means: (i) a party's indemnification obligations; (ii) breach of confidentiality; (iii) your payment obligations.
These Terms apply while any subscription is active.
Either party may terminate for material breach not cured within 30 days after written notice. We may suspend for (a) non‑payment under §4.5 or (b) security risk or unlawful use.
On termination or non‑renewal, you will cease use and remove scripts. Upon request within 30 days, we will provide Customer Data in a commercially reasonable format (e.g., CSV/JSON). After that window, we will delete Customer Data from active systems within a commercially reasonable time, subject to backups/legal obligations; model artifacts and de‑identified aggregates may be retained.
We may modify the Service and these Terms. Material adverse changes to core functionality or pricing take effect on renewal and only after at least 30 days' prior notice.
Order Forms (if any) specify plan, term, and Fees. If there is a conflict: Order Form > these Terms > DPA, except where the DPA expressly states otherwise.
We may list your name/logo as a customer unless you opt out in writing. Quotes/case studies require your prior written consent.
Force Majeure. Neither party is liable for delays/failures beyond reasonable control.
Assignment. Either party may assign in connection with a merger, acquisition, or sale of substantially all assets with notice; otherwise, assignment requires consent not unreasonably withheld.
Export/Anti‑Corruption/Sanctions. Each party will comply with applicable laws.
Notices. Legal notices to Formwatch: legal@formwatch.ai with a copy to the mailing address above.
Entire Agreement; Severability; Waiver. These Terms (with Schedules and any Order Forms) are the entire agreement. If any provision is unenforceable, the remainder remains effective. No waiver unless in writing.
Last updated: September 26, 2025
Questions? Contact us at hello@formwatch.ai
Legal matters: legal@formwatch.ai