> ## Documentation Index
> Fetch the complete documentation index at: https://documentation.dioptra.ai/llms.txt
> Use this file to discover all available pages before exploring further.
# Summarize Documents
> What you want to know with the right level of detail.
## Chat Summaries
*What to use: the Agreement, the [Chat](/chat).*
Step 1: Open the Agreement, open the Word Add-in, select [Chat](/chat).
Step 2: Use our **Basic Contract Summary** prompt for basic contract overview information or the **Summarize Key Risks** prompt to summarize the main risks in the agreement. Give the [Chat](/chat) any additional relevant context - what clauses to focus on, what issues to focus on, the audience, the level of detail, information about the deal, etc.
Here is an example of what the Basic Contract Summary prompt will provide you. Modify the prompt to add or remove rows.
| **Contract Element** | **Summary** | **Citation** |
| :-------------------------- | :--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | :--------------------------------------- |
| **Contract Name** | Dioptra Terms and Conditions | Exhibit A - Dioptra Terms and Conditions |
| **Party Names** | Dioptra, Inc. (Delaware Corporation) and Customer (as identified on the Order) | Introduction paragraph |
| **Effective Date** | Not specified in this document (referenced as "Effective Date" but defined in the Order) | Section 4.1 - Term |
| **Term** | 12 months starting on the Effective Date | Section 4.1 - Term |
| **Overview** | Software-as-a-Service agreement for Dioptra's contract review platform, including web application, rules/playbooks, Microsoft Word plug-in, and related AI-powered contract analysis services | Section 1.1 - Customer Access and Use |
| **Auto-renewal** | Automatically renews for successive 1-year terms unless either party provides 30 days' notice of non-renewal | Section 4.1 - Term |
| **Limitation of Liability** | Each party's liability capped at fees paid under applicable Order in the 12 months preceding the event; excludes gross negligence, willful misconduct, fraud, and Customer payment obligations | Section 8.1 - General Cap |
| **Indemnity** | Mutual indemnification: Dioptra indemnifies for IP infringement claims; Customer indemnifies for claims arising from Customer Materials | Section 7 - Indemnification |
| **Assignment** | Neither party may assign without prior consent, except in connection with merger, reorganization, acquisition, or transfer of substantially all assets (with notice) | Section 9.2 - Assignment |
| **Governing Law** | New York State law; exclusive jurisdiction in state or federal courts in New York County, New York | Section 9.3 - Governing Law and Venue |
*What to use: the Agreement, the [Chat](/chat).*
Step 1: Open the Agreement, open the Word Add-in, select [Chat](/chat).
Step 2: Tell [Chat](/chat) to create an issues list. It is helpful to tell the [Chat](/chat) what columns you want, whether you want summaries of the issues or full extractions, the level of detail to provide, and the audience.
Here is the type of output you will get with our **Issue List for Business** prompt:
| **Section Reference & Title** | **Risk Type & Issue Description** | **Business Recommendation** | **Risk Level** | **Next Steps** |
| :------------------------------------------- | :----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | :----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | :------------- | :------------- |
| **Section 1.3 - Data** | **Data Rights Risk**: Datadog gets broad rights to use your data for their business purposes. They can use "aggregated or anonymized Customer Data and Usage Data for any business purpose during or after the term" including to "develop and improve Datadog products and services." This gives them perpetual rights to monetize insights from your data. | Negotiate to limit Datadog's use of your data to service provision only, or require explicit consent for any commercial use of aggregated data. Add data deletion requirements upon termination. | High Risk | |
| **Section 2 - Availability** | **Performance Risk**: 99.8% uptime commitment allows for 17+ hours of downtime per month. The remedy is limited - you can only terminate after TWO consecutive months of poor performance, and only get a pro-rated refund. No SLA credits or penalties. | Negotiate higher uptime commitment (99.9%+), immediate SLA credits for any downtime, and right to terminate after one month of poor performance. | Medium Risk | |
| **Section 5.2 - Payment Disputes** | **Financial Risk**: Only 10 days to dispute invoices, and Datadog can suspend services after just 10 days of non-payment. 1.5% monthly interest (18% annually) on late payments plus collection costs. | Extend dispute period to 30 days, require 30-day cure period before suspension, and negotiate lower interest rates. | Medium Risk | |
| **Section 6.2 - Auto-Renewal Pricing** | **Financial Risk**: Datadog can increase prices by up to 9% OR CPI (whichever is greater) on auto-renewal. This could result in significant cost increases, especially in high-inflation periods. | Cap price increases at 3-5% annually or negotiate fixed pricing for multi-year terms. Require 90-day notice of price increases. | High Risk | |
| **Section 8.3 - Datadog Remedies** | **Operational Risk**: Datadog can suspend individual users immediately without advance notice if they believe there's an "urgent or emergency situation." This is subjectively determined and could disrupt operations. | Require advance notice except for clear security threats, define "emergency" objectively, and limit suspension to specific violations rather than broad user suspension. | Medium Risk | |
| **Section 9.2 & 9.3 - Warranty Disclaimers** | **Performance Risk**: Extensive warranty disclaimers including "AS IS" provision. No warranties that services will meet your requirements, operate without interruption, or be error-free. This is non-market for enterprise SaaS. | Negotiate specific performance warranties, error correction commitments, and service level guarantees appropriate for enterprise software. | Medium Risk | |
| **Section 11.4 - Payments at Termination** | **Financial Risk**: If you terminate for any reason other than Datadog's breach or availability issues, you must pay all committed fees for the full term even if you stop using the service. No refunds for unused services. | Negotiate pro-rated refunds for early termination, or at minimum, termination for convenience with reasonable notice period. | High Risk | |
| **Section 12.2 - IP Indemnity Limitations** | **Legal Risk**: Datadog's IP indemnity excludes your environment, data, and any use that breaches the agreement. If your legitimate use triggers an IP claim, you may not be protected. | Broaden indemnity coverage to include all authorized uses of the service and ensure adequate coverage limits. | Medium Risk | |
| **Section 13.1 - Liability Limitations** | **Financial Risk**: Datadog's total liability is capped at fees paid in the prior 12 months. No liability for business interruption, lost profits, or consequential damages. This could leave you significantly undercompensated for service failures. | Negotiate higher liability caps (2-3x annual fees), carve-outs for data breaches and gross negligence, and some coverage for consequential damages in critical use cases. | High Risk | |
| **Section 14 - Publicity** | **Reputational Risk**: Datadog can use your name and logo in their customer lists and promotional materials unless you opt out. This could associate your brand with their service quality issues. | Require prior written consent for any use of your name/logo, or negotiate a complete prohibition on publicity rights. | Low Risk | |
| **Section 22.8 - Agreement Changes** | **Contractual Risk**: Datadog can unilaterally modify the agreement by posting changes online, effective the first day of the following month. Your only remedy is non-renewal. | Require mutual consent for material changes, or at minimum, 90-day notice with right to terminate without penalty if you object to changes. | Medium Risk | |
**Key Recommendations:**
1. **Priority 1 (High Risk)**: Focus negotiations on data usage rights, pricing escalations, termination payment obligations, and liability limitations
2. **Priority 2 (Medium Risk)**: Address availability standards, payment terms, suspension rights, and agreement modification procedures
3. **Priority 3 (Low Risk)**: Handle publicity rights and other operational terms
This agreement heavily favors Datadog with limited customer protections - typical of a vendor-friendly SaaS agreement that needs significant negotiation for enterprise use.
*What to use: the agreement you are reviewing, the document you want to compare it to, and the [Chat](/chat).*
Step 1: Open the Agreement, open the Word Add-in, select [Chat](/chat).
Step 2: Attach the document you want to compare it with to the [Chat](/chat). Tell [Chat](/chat) to create a gap analysis between the document you have open and the attached document. It is helpful to give it the context of what party you represent and any specific issues to focus on.
Use our **Compare to Standard Form** prompt to compare a counterparty form to your own standard agreement. Modify it to match your particular scenario.
> You've opened the vendor's online terms and find yourself clicking from one hyperlinked set of terms to another and another, it feels like an endless wormhole. The spend isn't even that high, but you can't agree to a contract without knowing what's in it.
One of the more challenging sides of commercial contracting is dealing with the onslaught of vendor contracts, especially those with multiple hyperlinked terms. Let Dioptra carry the lift of gathering the documents and giving you a summary sufficient to decide on next steps.
Use Dioptra's **Online Vendor Terms Triage** prompt to run a summary or create your own version of the below prompt to identify whether certain data points meet your requirements.
> You are an experienced contract manager. You represent the customer and are responsible for triaging vendor contract terms. Your job is to create a vendor triage table. The table should have the following rows: *\[list here the things that you want a yes/no answer to (e.g., auto renewal, customer termination for convenience with a refund, vendor liability is at least 12 months)*]. The table should have a column with yes/no for each row and a second column with the section reference and extracted language. To create the table, follow these steps: step 1 ask the user what vendor contract they want you to review. step 2: Find the vendor's agreement terms for customer use of the vendor products/services. Make sure to also find and review ALL additional hyperlinked terms referenced in the vendor agreement AND all additional hyperlinked terms referenced in the additional hyperlinked terms. Double check that you have ALL of the additional hyperlinked terms and make sure you have the most current terms of each and not older versions. It is CRITICAL that you include each and every hyperlinked document in your review. Step 3: If you found more than one set of relevant terms, share the links with the users and ask them if all of the terms should be included in your review. Step 4: Create the table.
Too much to do, too little time. Executive summaries usually have to be concise and done yesterday. Use our **Exec Summary** prompt to get a short bullet point list of the key issues.
Let [Chat](/chat) take the first pass at creating your email. Use our audience specific prompts to get you started.
* Email to Internal Business Stakeholder
* Email to Counterparty
You just received a new amendment with many proposed amendments. It's the 4th one for this agreement. To understand how the amendment changes the deal, you have to understand where you started. Attach the prior agreements to the [Chat](/chat) and then use our **Amendment Review** prompt to get you started.
Ask [Chat](/chat) to summarize in the desired language or ask [Chat](/chat) to create a markdown version of the agreement in your desired language.
## Final Agreement Extraction
* Find out if a particular event is covered by your contract Force Majeure clauses
* Check what liability caps you've agreed to across specific segments
* Understand your data rights
* Check change of control rights
Whatever data point you need at your fingertips using our [Extraction tool](/extractions) in the Web App
Make extraction a standard part of your contract compliance protocols and obligation management. With preset extraction tables you can automate the extraction of contract data to other company systems.
* Send security the email addresses and timeframes for breach notifications
* Send billing the payment terms for your customer agreements
* Send finance the rev rec information they need for their quarterly reports
* Etc
Reach out to [Support@dioptra.ai](mailto:Support@dioptra.ai) to set up your automated data extractions.