to read this ToS
ClickUp's fine print is longer than you think.
π§Longer than your Spotify Wrapped β for ALL of last year.
The 5 things you actually need to know
β±οΈ Saved you 33 min 50s- 1
They can use your submitted ideas for anything, forever, without paying you.
- 2
Your data might be used for AI training, but they say it's anonymized for reports.
- 3
If you leave, they can keep your data and you lose access to everything immediately.
- 4
They can change the terms anytime and you agree by just using the app.
- 5
They'll automatically renew your subscription unless you cancel 30 days before.
Generated by AI from the actual contract β but for the lawyer-level breakdown, scroll down π
AI training
- Severity 3
"For all reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted, or offered to us via our Service, our sites, by e-mail or telephone, by mail, or otherwise disclosed, submitted or offered in connection with your use of this Service (collectively, βUser Submissionsβ) you grant us a royalty-free, irrevocable, transferable right and license to use the User Submissions however we desire, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, and/or sell and/or distribute such User Submissions and/or incorporate such User Submissions into any form, medium, or technology throughout the world. We will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display, and distribute any User Submissions you submit for any purpose whatsoever, without restriction and without compensating you in any way."
ClickUp gets a permanent, royalty-free license to use any feedback, ideas, or submissions you provide in any way they want, including modifying, selling, or distributing them globally, without compensating you.
Any creative ideas or feedback you give to ClickUp becomes their property to use freely, and you won't get paid for it.
βοΈMatches Authors Guild v. OpenAI (2023) - Severity 2
"Notwithstanding the foregoing, we may access Content to determine how we can improve our Service, and to determine customer satisfaction. Similarly, any reporting data we collect from your use of the ClickUp Service remains yours. By using the ClickUp Service you agree that we can use this data to provide the ClickUp Service to you, and you also agree that as long as the data is anonymized and does not identify you, we can combine this data with the anonymized data of other companies to provide benchmarking, public reports or to otherwise use it to provide the ClickUp Service."
ClickUp can access your content to improve their service and measure satisfaction, and they can use your anonymized usage data for benchmarking and public reports.
This is standard practice for many SaaS companies to improve their product and offer insights, but your anonymized data contributes to their broader data pool.
Auto-renewal
- Severity 3
"By default, customer accounts are set to automatically renew and we may automatically charge you for such renewal on or after the renewal date associated with your account unless you have cancelled the Service. For customers on an annual Services plan, you must provide us with notice of any downgrades or cancellations to your purchased Services (including but not limited to full cancellations of your account, reductions in user counts, changes to your Services packages, or the discontinuation of any add-ons or upgrades) at least thirty days prior to your Services renewal date or your Services will automatically renew for an additional twelve month period."
ClickUp automatically renews your annual plan for another 12 months unless you notify them of any changes or cancellations at least 30 days before your renewal date.
If you miss the 30-day cancellation window, you're locked into another year of service, even if you wanted to downgrade or stop using it.
βοΈMatches FTC v. Amazon (Iliad Flow / Prime Enrollment) (2023)
Price hikes
- Severity 3
"We may revise the fees for the Service from time to time and will provide you with email notice of any changes in fees at least thirty (30) days prior to your Service renewal date."
ClickUp can change your service fees whenever they want, but they'll email you at least 30 days before your renewal date if prices go up.
You'll get a heads-up about price increases, but you'll still need to act within 30 days if you don't want to pay the new rate.
βοΈMatches FTC v. MoviePass / Helios and Matheson Analytics (2021)
Data residency
- Severity 4
"In connection with providing you the Service, we may transfer, store and process your Content in the U.S. or in any other country in which we or our agents maintain facilities. By using the Service, you consent to this transfer, processing and storage of your Content."
ClickUp can transfer, store, and process your data in the U.S. or any other country where they or their partners have facilities, and by using the service, you agree to this.
Your data might be stored and processed outside your home country, which could have implications for data privacy regulations and compliance.
βοΈMatches Schrems II (Data Protection Commissioner v. Facebook Ireland) (2020)
Termination friction
- Severity 4
"YOU CAN LOSE YOUR ACCOUNT AND ANY USER CONTENT AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS, AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS."
If your account is terminated or limited, you can lose your account, all your content, and any associated benefits or purchased items, and ClickUp doesn't have to compensate you for these losses.
Termination means you could lose everything you've put into the service, including paid features or content, with no recourse for compensation.
βοΈMatches Bungie / Destiny 2 Account Termination Litigation (2023) - Severity 4
"Although it is our intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, for unscheduled downtime, for system and server failures, or due to failure of telecommunications links and/or equipment. Consequently, we encourage you to maintain your own backup of your Content. In other words, we are not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content."
ClickUp warns that their service will have interruptions and downtime, and they are not responsible for backing up your content or for any loss of data if the service is modified, suspended, or discontinued.
You are solely responsible for backing up your own data, and ClickUp takes no liability if your content is lost due to service issues or termination.
βοΈMatches PayPal Account Hold / Freeze Class Action β settled for $4M (2021) - Severity 4
"Upon termination, all access rights, licenses, and/or other rights granted to you in these Terms will immediately cease. If we terminate your access to the Service, your Content and all other data will no longer be accessible through your account."
If ClickUp terminates your account, you immediately lose all access rights, and all your content and data will become inaccessible through your account.
You could suddenly lose access to all your work and data stored in ClickUp if your account is terminated, with no guarantee of recovery.
βοΈMatches Bungie / Destiny 2 Account Termination Litigation (2023) - Severity 3
"We may suspend or terminate your account(s) or cease providing you with all or part of our Services at any time without liability to you for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; (iii) you have a free account that has not had any activity (replies or logins) for sixty (60) days, or trial accounts without a payment method thirty (30) days after expiration, (iv) our provision of our Services to you is no longer commercially viable, or (v) your use of the Services is intended, in our sole discretion, to abuse the intended use of any trial offers, discount periods, promotional offerings, pilot or beta programs, or free forever offerings."
ClickUp can suspend or terminate your account and stop providing services for various reasons, including if they believe you violated terms, pose a risk, or if your free/trial account is inactive.
ClickUp has broad power to cut off your access to the service, potentially without warning, if they decide it's necessary.
βοΈMatches PayPal Account Hold / Freeze Class Action β settled for $4M (2021) - Severity 2
"All fees are non-refundable except as required by law or as set forth in Section 1.14."
ClickUp generally doesn't refund any fees you've paid, unless the law specifically requires it or another section of the contract says otherwise.
If you stop using the service, you likely won't get your money back for any unused portion of your subscription.
Liability caps
- Severity 5
"IN NO EVENT WILL THE CLICKUP PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00)."
No matter what happens or how much damage you incur, ClickUp's total liability to you for all losses and damages is capped at a maximum of $100.
If ClickUp causes a major outage or data loss that costs your business thousands, the most you can ever recover is a mere $100.
βοΈMatches Capital One Data Breach Class Action β settled for $190M (2022) - Severity 4
"UNDER NO CIRCUMSTANCES WILL THE CLICKUP PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE CLICKUP PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE CLICKUP PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE)."
ClickUp is not liable for almost any kind of loss or damage you might experience related to their service, including lost data, profits, or damages from security breaches, even if they knew about the potential for such issues.
This clause severely limits your ability to recover any financial or data losses, no matter how severe or foreseeable, if something goes wrong with the service.
βοΈMatches Capital One Data Breach Class Action β settled for $190M (2022) - Severity 3
"THE SERVICE, INCLUDING, WITHOUT LIMITATION, OUR CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, CONTRACTORS, SUPPLIERS, LICENSORS, OR AGENTS (COLLECTIVELY, THE "CLICKUP PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) OUR CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICE. IN ADDITION, THE CLICKUP PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS."
ClickUp provides its service "as is" and "as available," meaning they make no promises or warranties about its quality, fitness for a particular purpose, security, or freedom from viruses.
ClickUp disclaims responsibility for many common expectations of a software service, so you use it at your own risk regarding performance and security.
- Severity 3
"THE CLICKUP PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES AND SECURITY BREACHES OF ANY KIND."
ClickUp does not guarantee that its service will be error-free, uninterrupted, or that any defects will be fixed, nor do they promise it will be free from viruses or security breaches.
You should expect potential errors, downtime, and security vulnerabilities, as ClickUp explicitly states they don't warrant against these issues.
βοΈMatches Capital One Data Breach Class Action β settled for $190M (2022)
Indemnification
- Severity 3
"You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at our request), indemnify, and hold the ClickUp Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf):a. your Content or your access to or use of the Service;b. your breach or alleged breach of these Terms;c. your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property, or privacy right;d. your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or,e. any misrepresentation made by you."
You agree to protect ClickUp and pay for their legal costs if any claims, damages, or expenses arise from your content, your use of the service, your breach of terms, or your violation of any laws or third-party rights.
If your actions on the platform lead to a lawsuit or legal trouble, you're on the hook for ClickUp's defense and any resulting costs, not them.
βοΈMatches T-Mobile Data Breach Settlement β settled for $350M (2022)
Silent term changes
- Severity 4
"We reserve the right to stop offering and/or supporting the Service or a particular part of the Service at any time either permanently or temporarily. In such event, we shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued elements of the Service."
ClickUp can stop offering or supporting its service, or any part of it, at any time, permanently or temporarily, and they don't have to give you refunds or compensation if they do.
A key feature you rely on could disappear without warning, and you won't get your money back for the lost functionality.
βοΈMatches X Corp. Verified User Class Action (2024) - Severity 4
"We reserve the right, in our sole discretion, to change these Terms and/or our Services offered from time to time (βUpdated Termsβ). Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms."
ClickUp can change its terms or services whenever it wants, and they can notify you just by posting the new terms on the service; continuing to use it means you agree.
You could be bound by new rules without direct notification, simply by continuing to use the service after a change.
βοΈMatches Italian DPA (Garante) v. WhatsApp β settled for $6M (2022) - Severity 2
"Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that we may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such."
ClickUp can display ads and promotions within the service, even alongside your content, and they can change how and where these ads appear without telling you.
You might see ads within your workspace, and ClickUp doesn't promise to always label sponsored content clearly.
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