Terms of Use

Terms of Use

Effective Date: October 24, 2025

AssureGrid, Inc. (“AssureGrid,” “we,” “us,” or “our”) provides AI-assisted audit automation products, websites, and related services (collectively, the “Services”). These Terms of Use (the “Terms”) are a binding contract between AssureGrid and any person or entity that accesses or uses the Services (“you,” “Customer,” or “User”). By accessing or using any part of the Services, you agree to these Terms.

If you have a separate written agreement with us (e.g., a Master Subscription Agreement, Order Form, or Data Processing Addendum), that agreement controls to the extent of any conflict with these Terms.

Scope, Roles and Structure

  • Who is covered. These Terms cover:
    • a. Site Visitors who browse public websites operated by AssureGrid.
    • b. Customers that enter into an Order Form or subscription for the Services
    • c.Authorized Users who access the Services under a Customer’s account (e.g., employees, contractors).
  • Hierarchy. If you are a Customer, your Order Form and any service-specific documents (e.g., SLA, DPA, security documentation) supplement these Terms; if there’s a conflict, the Order Form, then the service-specific document, then these Terms will control.
  • Age & authority. You represent that you are at least the age of majority in your jurisdiction and have authority to bind the entity on whose behalf you use the Services.

Account Registration and Administration

  • Accounts. Some features require an account. You must provide accurate information and keep credentials confidential. You are responsible for actions taken using your credentials.
  • Customer administration. Customers control access for their Authorized Users and are responsible for (i) informing Users of Customer policies, (ii) obtaining required consents, (iii) the lawfulness of Customer Data processing, and (iv) handling disputes with Users regarding Customer Data and settings.

Subscriptions, Orders, and Trials

  • Orders & Service Period: Services are provisioned as described in the applicable Order Form for the service period stated there. References to any SLA in an Order Form apply to the purchased Services.
  • Fees & payment: Fees are set in your Order Form and are payable in the currency stated there. Except as expressly provided, fees are non-cancelable and non-refundable.
  • Auto-renewal: Unless otherwise stated in the Order Form, subscriptions renew for successive terms equal to the expiring term at then-current rates. You may prevent renewal by giving notice as specified in the Order Form.
  • Free trials & betas: We may offer free trials or beta features. We provide trials and betas as-is, may change or discontinue them at any time, and may impose limits. You should not rely on betas in production.
  • Taxes: Fees exclude taxes; you are responsible for all applicable taxes, duties, and government charges (excluding taxes on our income).

Rights to the Services

  • License to Customer: Subject to these Terms and the Order Form, we grant Customer a non-exclusive, non-transferable, limited right to access and use the Services during the subscription term.
  • Restrictions: You will not (and will not permit any third party to): (i) copy, modify, or create derivative works of the Services; (ii) reverse engineer or decompile any part of the Services, except to the extent a restriction is prohibited by law; (iii) access the Services to build a competitive product; (iv) use the Services in violation of law or third-party rights; (v) remove proprietary notices; (vi) circumvent security or access controls; or (vii) perform bulk extraction, scraping, or rate-limit evasion.
  • Acceptable Use: You will not upload malware; attempt to disrupt or overload the Services; use automated means without permission; or post unlawful, harassing, defamatory, or infringing content.

Customer Data, Outputs and Privacy

Customer Data means data, files, content, and materials that you or your Users submit to the Services. Output means results produced by the Services’ models or algorithms based on inputs and context you provide.

  • Ownership: As between the parties, Customer retains all rights in Customer Data. We do not claim ownership of Customer Data.
  • Use of Customer Data: Customer grants AssureGrid a limited license to host, process, transmit, and display Customer Data solely to provide and maintain the Services, to address support and security, and as otherwise permitted by these Terms and the DPA.
  • Data protection: Our processing of personal data is governed by our Privacy Policy and, where applicable, a DPA executed with Customer.
  • AI and model-generated Output: Output may be probabilistic and can contain errors or inaccuracies; you are responsible for evaluating and verifying Output before relying on it, especially in regulated or high-risk contexts. Output may vary between runs. You must not use the Services for life-critical or high-risk uses (e.g., medical diagnosis, air traffic control, nuclear, or safety-critical systems).
  • Usage data & telemetry: We may collect de-identified or aggregated service telemetry (e.g., performance metrics, configuration metadata) to secure, operate, and improve the Services; we will not attempt to re-identify such data.

Third-Party Services and Integrations

  • Third-party offerings: The Services may interoperate with third-party products or services (e.g., identity providers, ticketing systems, cloud storage). Your use of third-party offerings is subject to their terms and privacy notices; we are not responsible for third-party offerings.
  • APIs: If we provide APIs, you must comply with published usage guidelines, security requirements, and rate limits. We may monitor API usage and throttle or suspend in case of abuse or security risk.

Security and Confidentiality

  • Security: We maintain administrative, physical, and technical safeguards appropriate to the nature of the Services. No system is 100% secure; you are responsible for securing your endpoints, credentials, and configurations.
  • Confidentiality: Each party may disclose “Confidential Information” to the other. The receiving party will use at least reasonable care to protect the disclosing party’s Confidential Information and will use it solely to perform under these Terms. Exclusions apply where information is public, independently developed, or rightfully obtained without restriction.

Intellectual Property and Feedback

  • Our IP: We and our licensors own the Services and all related intellectual property
  • Feedback: If you provide feedback or suggestions, you grant us a non-exclusive, worldwide, irrevocable, perpetual, royalty-free license to use and exploit the feedback without restriction.

Suspension

We may suspend access immediately (with notice when practicable) if: (i) you breach these Terms; (ii) suspension is necessary to prevent harm, fraud, or security incidents; or (iii) required by law. We will restore access promptly when the issue is resolved.

Term, Termination and Effect

  • Term: These Terms remain in effect while you access the Services or have an active subscription.
  • Termination for cause: Either party may terminate for material breach not cured within 30 days after notice.
  • Effect of termination: Upon termination or expiration: (i) rights to access the Services cease; (ii) you will pay any accrued, unpaid fees; and (iii) we will, at Customer’s option and subject to our standard procedures, delete or return Customer Data, except for archival copies retained for legal or compliance purposes. The following survive: ownership, confidentiality, payments, disclaimers, limitations, and indemnities.

Warranties and Disclaimers

  • Mutual warranty: Each party represents it has the authority to enter into these Terms.
  • Service warranty (paid Services): We warrant that, during an active subscription, the Services will perform materially in accordance with the documentation. Your exclusive remedy for breach is repair, replacement, or, if we cannot cure, a pro-rated refund for the affected period.
  • General disclaimers:EXCEPT AS EXPRESSLY STATED, THE SERVICES, WEBSITES, TRIALS, BETAS, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES (EXPRESS, IMPLIED, STATUTORY), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

Indemnification

  • By Customer:Customer will defend, indemnify, and hold AssureGrid harmless from third-party claims arising out of (i) Customer Data; (ii) use of the Services in violation of law or these Terms; or (iii) a dispute between Customer and its Users.
  • By AssureGrid (IP):We will defend Customer against claims that the Services infringe a third party’s intellectual property rights, and pay resulting damages and reasonable fees finally awarded, provided Customer (i) promptly notifies us; (ii) gives us sole control of defense and settlement; and (iii) provides reasonable cooperation. We may procure rights, modify the Services, or terminate the affected Service with a pro-rated refund.
  • Exclusions: We have no obligation for claims to the extent arising from (i) combinations or modifications not provided by us, (ii) use not in accordance with the documentation, or (iii) third-party components.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR USD $100 FOR SITE-VISITOR-ONLY CLAIMS). Some jurisdictions do not allow certain limitations; in those cases the limitations apply to the maximum extent permitted.

Dispute Resolution and Governing Law

  • Governing law:These Terms are governed by the laws of the State of Delaware, without regard to conflicts-of-law principles.
  • Informal resolution: Before filing a claim, each party will attempt to resolve the dispute in good faith through executives who have authority to settle the dispute.
  • Arbitration; class-action waiver (U.S. only): Except for claims seeking injunctive relief or IP claims, any dispute arising under these Terms will be finally resolved by binding arbitration on an individual basis under the rules of JAMS or AAA (as mutually agreed) in Boston, MA. CLASS ACTIONS ARE NOT PERMITTED. Either party may seek injunctive relief in court to protect its IP or Confidential Information.
  • Exclusions: If you are a government entity or prohibited by law from agreeing to arbitration, this Section does not apply; such disputes proceed in the state or federal courts located in Boston, MA, which have exclusive jurisdiction and venue.

Changes to the Services or Terms

We may modify these Terms or the Services from time to time (for example, to reflect changes in law or new features). If a modification materially harms existing paid functionality during a current term, we will provide notice and you may terminate the impacted Service and receive a pro-rated refund if we cannot restore materially equivalent functionality. Posting updated Terms on our website will constitute notice; continued use after the effective date constitutes acceptance of the updated Terms.

Notices

Notices to AssureGrid must be sent to legal@assuregrid.ai. We may provide notices to you via the Services, email, or your account contact details.

Publicity

With Customer consent (email sufficient), we may use Customer’s name and marks to identify Customer as a customer on our websites and in marketing materials. You may revoke consent on reasonable written notice.

High-Risk Activities and No Professional Advice

The Services are not designed for high-risk or life-critical uses, and do not provide legal, accounting, audit, or other professional advice. You remain responsible for your professional judgments and for compliance with laws and standards.

Miscellaneous

  • Assignment: You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
  • Subcontractors:We may use subcontractors; we remain responsible for their performance.
  • Force majeure: Neither party is liable for failure to perform due to events beyond its reasonable control.
  • Severability waiver:If any provision is unenforceable, the remainder remains in effect. A waiver must be in writing and will not be implied.
  • Entire agreement: These Terms (and any referenced documents) are the entire agreement regarding the Services, and supersede all prior or contemporaneous communications.