Subscription Agreement
Effective: February 1, 2026
This Master Subscription Agreement (“Agreement”) is between Grid Interface, LLC, a corporation (“Grid Interface” or “Provider”) and the entity accepting the terms of this Agreement (“Client” “You” or “Your”) and governs Customer's access to and use of the Services and Provider’s provision of the Services. This Agreement is effective on the date of Customer's acceptance of this Agreement (the “Effective Date”). CUSTOMER ACCEPTS THIS AGREEMENT BY: (1) BY SELECTING A PRICE LEVEL ON OUR WEBSITE AS DEFINED IN PARAGRAPHS 2.1 AND 5; (2) MAKING PAYMENT; OR (3) ACCESSING THE SERVICES.
BY EXECUTING THIS AGREEMENT THE CUSTOMER AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND THE CUSTOMER IS PERMITTED TO PROCEED TO ACCESS THE SERVICES. IF Customer DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, PROVIDER IS UNWILLING TO GRANT Customer ANY RIGHTS TO USE THE SERVICES, AND CUSTOMER MUST STOP INSTALLING AND ACCESSING THE SERVICES.
By using Provider’s Services, you accept and agree to be bound and abide by our Privacy Policy incorporated herein by reference (“Privacy Policy“) available at https://www.gridinterface.io/privacy-policy/. If you do not want to agree to Our Privacy Policy, you must not access or use Provider’s Services.
1. DEFINITIONS
1.1 “Agreement” means, collectively, this Provider SaaS Subscription Agreement agreed to by the parties, as well as any attached or referenced exhibits or schedules, and amendments to this Agreement, each of which is incorporated into the Agreement by this reference.
1.2 “Anonymized data” is data that has been processed to remove or modify personally identifiable information (PII) so that it can't be linked to a specific person.
1.2 "Customer" means the company, organization, other entity, or individual on behalf of which this Agreement is accepted, as described above.
1.3 “Customer Data” means all electronic data or information submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Customer and its authorized users’ use of the Services during the Term to or through the Provider’s Services for processing, and the outputs and modifications to that data obtained from such processing. Customer Data may include Input and Output subject to the license granted by Customer to Provider in Paragraph 1. Customer Data does not include Usage Data or Aggregated Data. Customer Data may also include the (i) name(s), email addresses of any person logging in to the Services, and (ii) any information (“third party data”) from Customer’s customers that can personally identify someone including any social security numbers, birth dates, financial information, payment information, driver license numbers, payroll information, and telephone numbers.
All Customer Data has been designed, created and provided solely by Customer or by third parties on its behalf without the participation or involvement of Provider. Customer is responsible for any actions it takes with respect to Customer Data, including uploading it to the Services or using the Services to share or otherwise make available such Customer Data to third parties. Customer is responsible for ensuring that it has all the rights and permissions needed for both Customer and Provider to use the Customer Data in connection with the Services. Customer shall provide notices to, and obtain any consents from, third parties as required by applicable law, rule or regulation in connection with Provider’s processing of Customer Data via the Services. Provider shall not be liable to Customer or any third-parties for any loss, damage or expense whatsoever and howsoever arising from any Customer Data entered into the Services by Customer or by an entity on its behalf. All Customer Data has been designed, created and provided solely by Clients or third parties without the participation or involvement of Provider. Customer is primarily responsible for the Customer Data, and for all activity in its Services accounts that is authorized by Customer or results from Customer's acts or omissions. Customer shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Customer Data entered into or inputted into the Services. Provider assumes no responsibility for the accuracy, ownership, or usefulness to Customer of the Customer Data.
Customer is responsible for ensuring that it has all the rights and permissions needed to use Customer Data in connection with the Services including obtaining consent or a license from third parties to permit Customer to upload or submit the third party Customer Data to the Services and to permit Provider to maintain and process the third party Customer Data.
Provider will ensure that the Services employs Transport Layer Security (TLS) version 1.2 or higher for securing data in transit between the Services and the Customer's systems. However, the Provider shall not be responsible for the security of the Customer's local systems, networks, or any other infrastructure used by the Customer to access or view data from the Services. Provider is prohibited from selling any of the Customer Data.
1.4 “Documentation” OR “FAQ” means the online help materials describing the features and functionality of the Services and located at support.gridinterface.io that Provider provides for use with the Services, as may be updated by Provider from time to time.
1.5 “Intellectual Property Rights” means patents, patent Services, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights and similar forms of protection.
1.6 “Order Form” means a document signed by and between both Provider and Customer (including Affiliates of either party that enter into an Order Form) that references this Agreement and details the Services or Professional Service(s) to be provided by Provider, the fees associated therewith, and any other transaction-specific provisions.
1.7 “Provider” means Grid Interface, LLC, 42717 Hawthorn Street Murrieta, CA 92562.
1.8 “Services” means Provider’s (i) hosted SaaS application and (ii) AI Feature (collectively the “Services”) accessible by Authorized Users and Administrative Users solely for the internal business operations of Customer during the Term as ordered by Customer on Provider’s website, as specified in an Order Form, and new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Services that Provider makes generally available for no additional charge to Clients. The Services iGridCom uses APIs to connect VoIP provider and agency management system (AMS) into one platform. This platform translates, transcribes, summarizes and measures consumer sentiment. It then uses the API to the AMS to make pushing information to and from the AMS seamless and more efficient. The AI feature translates, transcribes, summarizes and measures consumer sentiment using the call recordings provide by API from the customers VoIP provider. The functionality and description of the features of the Services are contained in Our FAQ’s. The Services cannot be used for the employee hiring process that occurs in the State of California.
The Provider’s Grid Interface platform, consists of three modules: (1) GridCom (VoIP and AMS call intelligence), (2) GridOrigin (insurance CRM with custom intake forms that collect PII directly), and (3) GridIntel (AI chat and analysis using CRM records and call transcripts). The platform also supports Microsoft Teams meeting recording and Calendar/To-Do integrations.
The Services include various artificial intelligence-based features (“AI Feature”) as described above that complement our other services. Certain of these features connect with various third-party Large Language Models (“LLMs”) including Google Gemini (primary provider), OpenAI (fallback provider), and Anthropic (additional option) to transcribe and summarize calls with the aim of providing efficient information retrieval and summarization of content based on your submission of text or other inputs. Google’s Files API is used for audio processing. Voyage AI is used for vector embedding services.
https://openai.com/policies/row-terms-of-use/; https://www.anthropic.com/legal/privacyhttps://cloud.google.com/terms/gemini-enterprise/business.
You agree that Provider has no liability for the actions or omissions of Google Gemini, OpenAI, Anthropic, or any other LLM provider used in connection with the Services.
By using the Services, you are subject to the applicable Terms of Use for Google Gemini, OpenAI, and Anthropic:
Provider is not responsible, has no liability and offers no warranties for the acts or omissions of LLMs, including with respect to Inputs or Outputs.
1.9 “Software” shall mean all of the underlying Software used to build or create the Services.
1.10 “Subscription Term(s)” means the subscription period(s) specified in Paragraphs 6 and 7 in this Agreement during which Authorized Users may use the Services, subject to the terms of the Agreement.
1.11 “Usage Data” means any content, data, or information that is collected about how Provider’s Clients use the Services.
1.12 “Users” means Customer's employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Client. Under the rights granted to Customer under this Agreement, Customer may permit its and its Affiliates’ independent contractors and employees to become Users in order to access and use the Services in accordance with this Agreement and consistent with the relevant access rights granted by Client; provided that Customer will be liable for the acts and omissions of all Customer Affiliates and Users to the extent any of such acts or omissions, if performed by Client, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not, and shall not permit any User to, use the Services, Software or Documentation except as expressly permitted under this Agreement. Customer is responsible for Users’ compliance with this Agreement. Users who are designated by Customer to have administrative rights to Customer's account for the Services are responsible for the creation of new User accounts. Customer shall take, and shall ensure that its Users take, commercially reasonable efforts to maintain the confidentiality of all User log-in account credentials (“User IDs”) and shall immediately notify Provider of any unauthorized use of User IDs or any other breach of security relating to the Services known to Client. Customer acknowledges that certain tiers of Users will have different access and use rights to the Services consistent with the access rights described in the Documentation.
1.13 “Provider Training Data” means the dataset or sets of data that are used by Provider to train and improve the performance of its AI algorithms and models offered by the Provider's Services. This Agreement does not transfer to Customer any ownership of Provider’s Training Data or any right to access or use Provider’s Training Data.
1.14 “Prompt” or “Prompts” means a statement or question designed to elicit a specific response from the AI Feature. A Prompt may contain personal information.
2. PROVISION OF THE SERVICES
2.1 Services; Access Right. Provider shall host and make the Services available to Customer during the Subscription Term(s) as described in Provider’s FAQ’s and website. The Services includes the features and functionality applicable to the Services as ordered by Client. Provider shall host the Services and may update the content, functionality, and user interface of the Services from time to time in its sole discretion. Some features and functionality may be available only with certain versions or editions of the Services, or subject to additional fees or additional provisions.
2.1.2 Provider shall also:
● Provide standard updates and general enhancements to the Software at no additional charge
● Ensure that the Services employs Transport Layer Security (TLS) version 1.2 or higher for securing data in transit between the Services and the Customer's systems. However, the Provider shall not be responsible for the security of the Customer's local systems, networks, or any other infrastructure used by the Customer to access or view data from the Services.
● Maintain sufficient resources, including personnel and infrastructure, to support the Services and ensure its proper functioning. The Provider shall provide the Customer with access to technical support for the Services during the Provider's standard business hours.
2.2 Access and Usage Restrictions. Customer has a non-exclusive, non-sublicensable, non transferable (except as specifically permitted in this Agreement) right to access and use the Services under this Agreement during the applicable Subscription Term, solely for Customer's internal business purposes relating to the processing of Customer Data subject to the limitations stated in Provider’s website, FAQ/Documentation or Order Form if applicable. Unless otherwise specifically permitted in this Agreement, Customer shall not (a) sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the Services in a manner that allows access or use of the Services by an individual who is not an Authorized User, or to commercially exploit the Services; (b) copy, modify or create derivative works based on the Services (for the sake of clarity, inputting Customer Data is not considered a creation of a derivative work); (c) reverse engineer or decompile the Services (except to the extent permitted by applicable law and only if Provider fails to provide permitted interface information within a reasonable period of time after Customer's written request); (d) copy any features, functions or graphics of the Services; (e) use the Services to develop machine learning models or related technology; (f) access or use the Services except as expressly permitted under this Agreement; or (g) access or use the Services (h) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (iv) in a manner that interferes with or disrupts the integrity or performance of the Provider’s Service (or the data contained in the Services); or (v) to gain unauthorized access to the Services (including unauthorized features and functionality) or its related systems or networks.
2.3 Availability & Support. We warrant 96% uptime for the Services and components specific to and wholly controlled by Provider, excluding scheduled maintenance or upgrade time. We make no warranty of the platforms that Our Services may depend upon that are utilized by the third party provider that hosts the Services. For any period that the SLA is not met, We will provide a pro-rated refund to You for the portion of the service package affected, provided that You promptly notify Us in writing and We verify the service outage. From time to time, We may upgrade the Services' infrastructure, which may require marginal downtime of the Services. We will notify Your registered administrative user by email, a minimum of seven (7) days in advance of scheduled maintenance.
2.3.1 Provider in support of the Services shall:
● Respond to Customer inquiries about all the Services’ operation procedures within the established response times depending on the level of severity:
o Critical: The support team will acknowledge and respond to critical severity issues within two hours of receiving the initial report during standard business hours. Outside of business hours, support will respond within 24 hours.
o High: The support team will acknowledge and respond to high-severity issues within 24 hours of receiving the initial report.
o Normal: The support team will acknowledge and respond to normal severity issues within one business day of receiving the initial report, during standard business hours.
o Low: The support team will acknowledge and respond to low-severity issues within two business days of receiving the initial report.
● The Provider will escalate issues to the next level of support or management when lower severity issues become more urgent, or the impact is higher than the original severity indication. The Provider will inform the Customer of the progress and any escalations throughout the support process.
Support parameters (Eastern Standard Time) specific to the Services covered in this Agreement are as follows:
Email support: Monitored 8:00 A.M. to 5:00 P.M. Monday – Friday EST; and
Emails received outside of office hours will be collected; however, no action can be guaranteed until the next working day.
Service Requests. In support of the Services outlined in this Agreement, We will respond to service related incidents and/or requests submitted by You within the following time frames:
0-8 hours (during business hours) for issues classified by Us as Critical or High priority;
Within 48 hours for issues classified by Us as Normal or Low priority; and
2.3.2 Issue Escalation. Customer and Provider will work collaboratively to strive for superior member response time and quality interaction partnership, in setting expectations for timely resolution of issues. If an issue cannot be resolved satisfactorily with the dedicated Account Manager, then the following escalation steps should be taken: The Account Manager and his/her Supervisor from Provider shall, as soon as practicable, contact the Director in the division impacted, and work to set up a "root cause" analysis meeting, and review the issue at hand, and determined how such issue can be avoided by revising processes, implementing training, and/or changing systems to better facilitate efficient and excellent work.
2.3.3 Limitation of Liability. The service credits described in this Section shall be the Customer's sole and exclusive remedy for the Provider's failure to meet the Uptime Guarantee. In no event shall the Provider be liable for any damages, losses, or liabilities arising from or related to the unavailability or inaccessibility of the Services, except as expressly provided in this Agreement.
2.4 Security and Integrity of Customer Data. Customer acknowledges that it retains administrative control over to whom it grants access to the Customer Data hosted in the Services. Nonetheless, during the Subscription Term, Provider shall maintain reasonable administrative and technical safeguards designed for the physical protection, confidentiality, and integrity of Customer Data. The Customer Data is encrypted in transit and at rest. Provider will not use Customer Data except to provide the Services, or to prevent or address service or technical problems, as permitted in this Agreement or as instructed by Client.
2.5 Third-Party Integrated Services and Sub-Processor Services. Third-Party Integrated Services and Sub-Processor Services are third-party products or services that are provided and managed by third-party providers and interoperate with the Services. Customer consents to Third-Party Integrated Services and Sub-Processor Services being integrated with the Services. Provider does not provide any warranties or guarantees in its use of Third-Party Integrated Services and Sub-Processor Services that interoperate with the Services.
3. CUSTOMER RESPONSIBILITIES
Customer has exclusive control and responsibility for determining what data and content Customer's authorized users, employees, third-party users, and third parties submit into the Services and for obtaining all necessary consents and permissions for submission of Customer Data and processing instructions to Provider. Customer is further responsible for the quality and legality of all Customer Data, and for the acts and omissions of Authorized Users and employees in accessing and using the Services. Customer shall use reasonable measures to prevent, and shall promptly notify Provider of, any known or suspected unauthorized use of the Services or Authorized User access credentials.
Customer represents and warrants that it has all rights, licenses, and permissions needed to provide its Inputs to the Services.
3.1 Assessing the AI Feature as a User of Customer. You agree that it is solely Customer's responsibility to (a) inform its users and any other users of any relevant Customer policies and practices and any settings that may impact the processing of Content; (b) obtain any rights, permissions or consents from Customer's users and any authorized users that are necessary for the lawful use of Content and the operation of the Services; (c) ensure that the transfer and processing of Input is lawful; and (d) respond to and resolve any dispute with you and any other user relating to or based on Customer's failure to fulfill these obligations.
3.2. Customer shall:
a. Implement and maintain appropriate security measures, including, but not limited to, firewalls, intrusion detection and prevention systems, antivirus software, and access controls, to protect the Customer's systems and networks used for accessing the Services and viewing data obtained from the Services.
b. Ensure that all individuals accessing the Services through the Customer's systems and networks are properly authorized and trained in the handling of sensitive data, including data subject to HIPAA regulations. Customer acknowledges that the security and protection of data accessed through the Services, particularly data subject to the Health Insurance Portability and Accountability Act (HIPAA) regulations, is the Customer's responsibility once the data is transmitted from the Services to the Customer's systems or networks.
c. Promptly notify the Provider of any security breaches or unauthorized access to the Customer's systems or networks that may affect the security of data accessed through the Services. The Customer shall cooperate with the Provider in investigating and remediating any such incidents. Assist with scheduling Customer personnel and ensure attendance by the required Customer participants as is necessary to support both the objectives and the schedule of the project.
d. Make Customer personnel reasonably available for project meetings; and
e. Grant all necessary system security access to Provider’s technical resources, in accordance with Customer's security policies.
f. Notify Provider in event of any errors within the Services by providing accurate and complete information to facilitate prompt resolution. In particular, critical issues must be reported as being critical using the appropriate process for reporting critical issues.
g. Must designate authorized personnel to communicate with the support team and coordinate any necessary actions on their end. Any unauthorized personnel will be denied access, and no information will be provided to them.
h. Notify Provider of any and all system interruptions or catastrophes, whatever the cause
i. Maintain staff that has successfully completed training offered by Provider.
4. ARTIFICIAL INTELLIGENCE, DATA AND INTELLECTUAL PROPERTY
4.1 ARTIFICIAL INTELLIGENCE. The Provider's Services include the use of predictive algorithms (the “AI Feature”) commonly referred to as artificial intelligence technologies. Customer agrees and acknowledges that: (a) the quality of the outputs resulting from predictive algorithms depends largely from the quality of the inputs, (b) the predictive algorithms analyzes the Input based on pre-determined and pre-identified parameters, and unless an Order Form specifies otherwise, such as through the use of machine learning, the outputs from the Provider’s Services depend on the parameters identified as part of the implementation, (c) the choice of parameters and the types of Customer Content inputted in the Provider's Services may carry assumptions, bias and limitations which will affect the effectiveness, quality, representativeness and accuracy of the outputs, (d) the algorithms within the Provider’s Services do not replace decision-making. They are intended to provide additional knowledge to support judgment by natural individuals, and not to replace judgment. Customer remains responsible for any judgments and decisions taken as a result of the outputs or the Provider's Services, and Customer agrees and acknowledges that Provider shall have no liability for any of decisions resulting from the use of the outputs or the Provider's Services, and (e) Applicable Laws may provide for additional requirements regarding the use of artificial intelligence technologies in certain contexts or projects. Customer is solely responsible for identifying and complying with the requirements applicable to the implementation of artificial intelligence in Customer’s business processes and generally speaking, for the use of the Provider's Services.
4.2 Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, the use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.
When you use our Services you understand and agree:
● Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
● You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
● You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
● Our Services may provide incomplete, incorrect, or offensive Output that does not represent Provider’s views. If Output references any third-party products or services, it doesn’t mean the third-party endorses or is affiliated with Provider.
4.3. Definitions
“Customer Content/Inputs” means all data, text, files, images, documents, prompts, instructions, and other materials that Customer (or its users ) submits to the Services, including any content that Customer receives from its Customers, including any data uploaded or integrated through APIs (“Inputs”). Customer represents and warrants that it has all rights, licenses, and permissions needed to provide Input to Provider’s Services.
“Outputs” means the responses, recommendations, predictions, reports, summaries, classifications, or other content generated by the AI Services based on Customer Content and Customer’s use of the Services.
Limitations of Outputs; Notice to Users. It is the Customer's responsibility to evaluate whether Outputs are appropriate for the Customer's use case, including for artificial intelligence purposes, and where human review is appropriate, before using or sharing Outputs. Customer acknowledges, and must notify its Users, that factual assertions in Outputs should not be relied upon without independently checking their accuracy, as they may be false, incomplete, misleading, or not reflective of recent events or information. Customer further acknowledges that Outputs may contain content inconsistent with Provider’s views.
“Usage Data” means data and technical and operational information about Customer’s access to or use of the Services, such as login events, telemetry, metadata, analytics, system activity, API calls, feature usage, performance metrics, diagnostic information, and error logs, but not the substance of Customer Content or Outputs.
“Aggregated Data” means data that has been combined with other customers’ data that has been aggregated, anonymized, or de-identified such that it cannot reasonably be used to identify Customer, any individual, or any specific customer usage patterns.
“Derived Data” means insights, statistics, trends, or analytical information created from processing Usage Data or Aggregated Data, provided that such data does not identify Customer or reveal Customer Content.
“Training Data” means data used to train, fine-tune, improve, or build machine learning models, including foundation models, vendor models, or customer-specific models.
“Opt-In Consent” means an affirmative, explicit, and informed action by Customer (or its End Users, where applicable) indicating agreement to the use of your inputs and data that have not been de-identified for Training, such as selecting an unchecked box, executing an addendum, or enabling a feature setting.
4.4 Customer Ownership
● Customer owns all Customer Content (Inputs)
● Customer owns Outputs generated for Customer, with the exception that Provider owns all Usage Data, Derived Data & Aggregated Data
4.5 License to Provide Services
Customer grants Provider a limited license to process Customer Content solely to:
● Provide and maintain the Services
● Support and secure the platform
4.6 No AI Model Training Without Customer Content
Provider will not use Customer Content, Inputs, or Outputs to train, fine-tune, or improve any AI or machine learning models without the Customer’s prior written Opt-In Consent.
Provider may use de-identified, aggregated, or anonymized operational data to improve internal security, fraud detection, document-quality scoring, classifier improvement using sanitized data, verification accuracy, synthetic datasets, anonymized statistical tuning and platform performance, provided such information is not reasonably linkable to an identifiable individual.
Pursuant to Paragraph 4.7, Provider may:
● Use Usage Data (e.g., logs, telemetry)
● Use Aggregated Data (fully de-identified); and
● Derived Data
Such data will:
● Not identify Customer
● Not include Customer Content
Provider will not use Customer Content for:
● Cross-customer model training
● Generalized AI training datasets
4.7 Ownership of Usage, Derived & Aggregated Data
Provider owns all right, title, and interest in and to Usage Data, Aggregated Data, and any Derived Data, including all intellectual property rights therein.
Usage Data, Aggregated Data, and Derived Data:
(a) do not constitute Customer Content;
(b) do not identify Customer or any individual; and
(c) are not considered derivative works of Customer Content.
4.7.1 Permitted Use. Provider may collect, use, process, analyze, modify, and create derivative works from Usage Data, Aggregated Data, and Derived Data for any lawful business purpose, including:
(a) operating, maintaining, and improving the Services;
(b) developing analytics, benchmarks, and insights; and
(c) developing, training, testing, and improving machine learning models, provided that no Customer Content is used for such purposes.
Provider will not attempt to re-identify such data.
4.7.2 Commercialization. Provider may commercialize, license, sell, share, publish, and otherwise exploit Usage Data, Aggregated Data, and Derived Data in any form, including as part of products or services offered to third parties, provided that such data:
(i) is aggregated and/or de-identified;
(ii) does not identify Customer or any individual; and
(iii) does not include or disclose Customer Content or Customer-specific Outputs.
Restriction. Provider will not sell, license, disclose, or otherwise make available Customer Content or Customer-specific Outputs to any third party except as necessary to provide the Services.
Restriction on Re-Identification. Provider will not attempt to re-identify Customer or any individual from Aggregated Data or Derived Data.
No Conflict with Training Restriction. For clarity, the rights granted in this Section do not permit Provider to use Customer Content, Inputs, or Customer-specific Outputs that have not been de-identified for training or improving general-purpose or shared machine learning models.
4.8 Vendor Intellectual Property / Services Ownership. Customer agrees that all rights, title, and interest in and to all intellectual property rights in the Services and Documentation (including without limitation (i) the software code and source code (collectively, the “Software”) created and used to provide the Services including all interfaces, workflows, and documentation, improvements, enhancements, and modifications; (ii) the underlying technology used to generate Output and Content (iii) key performance indicators (KPIs), (iv) any pre-existing materials or technology used by Provider and (v) all Usage Data owned by Provider that Customer might have access to in its use of the Services are protected under copyright, trademark and other laws and are retained and owned exclusively by Provider or its licensors. Provider and its licensors retain full ownership of all rights, title, and interest to all other intellectual property rights in and to the Services, including without limitation the Documentation, Software, APIs, customizations, and enhancements utilized by or developed by Provider in performing its obligations under this Agreement.
4.9 Intellectual Property Protection; Trade Secrets; Use Restrictions. Customer acknowledges and agrees that Provider’s machine learning models, algorithms, architectures, system designs, training methodologies, workflows, prompts, parameter weights, embeddings, prompts, documentation, and all related improvements and derivatives (collectively, the “Models”) constitute valuable proprietary information and trade secrets of Provider. Provider retains all right, title, and interest in and to the Models and all intellectual property rights therein, and no rights are granted to Customer except the limited right to access and use the Services in accordance with this Agreement. Provider also owns the Services, Derived Data (excluding identifiable User Content delivered as Output), Usage Data, Aggregated Data; and De-Identified Data.
Except as expressly permitted herein, Customer shall not, and shall not permit any third party to, directly or indirectly: (a) access, copy, reverse engineer, decompile, disassemble, derive source code from, or otherwise attempt to discover the underlying structure, design, parameters, weights, or functioning of the Services and Models; (b) benchmark, test, evaluate, or analyze the Services or Models for purposes of competitive comparison, public disclosure, or publication without Provider’s prior written consent; (c) use the Services or any outputs to develop, train, validate, or improve any competing products, services, or models; or (d) engage in model extraction, model inversion, training data reconstruction, prompt harvesting, automated querying, or any other activity intended to infer, replicate, or reproduce the Models or Provider’s proprietary technology.
Customer shall use the Services solely through the interfaces provided by Provider and shall implement reasonable safeguards to prevent unauthorized access to or disclosure of the Models. Customer acknowledges that any breach of this Section would cause irreparable harm to Provider for which monetary damages would be inadequate, and Provider shall be entitled to injunctive relief and all other remedies available at law or in equity without the requirement of posting bond.
The obligations and restrictions outlined in this Section shall survive any termination or expiration of this Agreement for so long as the Models or related information remain confidential or constitute trade secrets under applicable law, and in any event shall survive indefinitely with respect to Provider’s trade secrets.
4.10 AI Disclaimer
Customer acknowledges:
● AI outputs may be inaccurate, incomplete, or biased
● Outputs are not professional advice
● Customer is responsible for all decisions and use
Provider is not liable for:
● Output accuracy
● Third-party AI systems
5. BILLING AND PAYMENT
Subscription fee plans are available on a monthly or annual basis. Customer is responsible to pay Provider for all Fees (the “Fees”) to subscribe to use the Services for the applicable billing period. Subscriptions are initiated by Provider issuing a Stripe invoice to Customer; [1] the subscription commences upon Customer’s payment of that invoice. Ongoing subscription management (including payment method updates, upgrades, and self-serve cancellation) is handled through the Stripe-hosted Customer Portal. Customer agrees to pay Provider’s applicable monthly or annual fees. Unless otherwise provided in writing by Provider, Customer will pay all fees due either each month or on an annual basis prior to the applicable Term commencing according to the prices and terms listed on Provider’s website or Order Form. Provider reserves the right to offer annual prepaid pricing with applicable discounts. Payment for all fees shall be due upon the Effective Date and payment shall be made in U.S. Dollars. Fees are based on the Services purchased and not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable. Monthly fees are billed on the same day each month as the subscription start date. Annual fees commence on the Effective Date and renew on the anniversary thereof. Fees for any additional Services purchased during the Contract Term will be prorated for the remaining time of the monthly or yearly period in which they were purchased.
5.1 BILLING. (a) We accept payment in the form of credit cards and ACH transactions. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account (your “Billing Account”) for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to use Payment Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Payment Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payments using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
(b) PAYMENT METHOD. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
IF YOU WISH TO TERMINATE YOUR AUTHORIZATION FOR A PAYMENT METHOD OR CHANGE YOUR PAYMENT METHOD, CONTACT US AT: support@gridinterface.io, OR ACCESS THE STRIPE CUSTOMER PORTAL THROUGH THE SUBSCRIPTION SETTINGS IN THE SERVICES. [DRAFTING NOTE: Because enrollment is initiated via a Stripe-issued invoice rather than a self-serve checkout page, point-of-decision disclosures required by Click-to-Cancel regulations (subscription term, fees, auto-renewal date, cancellation deadline) should be included on the invoice and/or in a click-through presented to Customer at enrollment. Counsel should confirm compliance with applicable FTC and state Click-to-Cancel requirements.]
(c) CURRENT INFORMATION REQUIRED
AS PART OF YOUR CONTINUED USE OF THE SERVICES YOU ARE REQUIRED TO PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL REQUIRED INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (INCLUDING PROVIDING A CHANGE IN BILLING ADDRESS, OR UPDATED CREDIT CARD NUMBERS, OR CREDIT CARD EXPIRATION DATES), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE ABOVE MENTIONED INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAYMENT SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAYMENT SERVICES AS SET FORTH ABOVE.
(d) CHANGE IN AMOUNT AUTHORIZED. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
(e) REAFFIRMATION OF AUTHORIZATION. Your non-termination or continued use of a Payment Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Payment Service.
(g) You shall maintain a valid payment method at all times until the termination of services (not upon notice of cancellation). Your Breach of these provisions shall entitle the Provider to immediately suspend the services to you.
5.2 Taxes. Fees are exclusive of all applicable taxes, levies, or duties, and Customer is responsible for payment of all of those taxes, levies, or duties, excluding taxes based solely on Provider’s income. Customer shall pay all fees free and clear of, and without reduction for, any applicable transaction taxes, including but not limited to sales and use taxes, VAT, GST, gross receipts taxes, withholdings and other similar transaction charges (“Transaction Taxes”); Transaction Taxes imposed on payments of fees will be Customer's responsibility, and Customer shall provide receipts issued by the appropriate taxing authority to Provider on request to establish that the Transaction Taxes have been paid. Provider may invoice Transaction Taxes as permitted in applicable law on an invoice as referenced in Section 5.2 or a separate invoice. Provider reserves the right to determine Transaction Taxes based on Customer's “bill to” or "ship to" address, or other information provided by Customer on location of Customer's use of the Services. Customer is responsible for any taxes, penalties or interest that might apply based on Provider’s failure to charge appropriate tax due to incomplete or incorrect “bill to” or “ship to” location information provided by Client. If Customer is exempt from Transaction Taxes, Customer shall provide proof of the exemption to Provider without undue delay upon execution of the applicable Order Form.
5.3 Effect of Nonpayment. This Agreement and Customer's access to the Services or Provider’s provision of Professional Services may be suspended or terminated if Customer fails to make timely payment of undisputed fees when due. Unpaid amounts may be subject to interest at the lesser of one and one-half percent (1.5%) per month or the maximum permitted by law plus collection costs. Suspension will not relieve Customer's obligation to pay amounts due. Upon termination of this Agreement, Customer shall pay the balance due on Customer's account subject to the provisions of Section 6.3 (“Effect of Termination; Survival”).
5.4 Future Features and Functionality. Customer acknowledges that purchases under this Agreement or any Order Form are not contingent on the delivery of future features or functionality.
6. TERM & TERMINATION
6.1 (a) Term; Renewals.
Subscription plans are available on a monthly or annual billing basis as specified in the applicable Order Form or Provider’s website at the time of enrollment. Monthly subscription terms renew on the same day of the month as the subscription starts (the “Monthly Term”). Annual subscription terms renew on the anniversary of the subscription start date (the “Annual Term”). For monthly plans, you must provide ten (10) days’ written notice prior to your next billing date to terminate the Agreement. For annual plans, you must provide thirty (30) days’ written notice prior to the annual renewal date to avoid renewal. Cancellations may also be processed through the Stripe Customer Portal subject to the applicable notice period.
6.2.1 Termination for Cause. This Agreement shall terminate upon any breach of the Terms by You or Your Authorized Users, in accordance with the Terms.
6.2.3 Effect of Termination. Upon termination, (i) you shall cease any and all use of the Services and You shall relinquish to Us or destroy any and all parts of the Services in Your control, and (ii) all rights, licenses, consents and authorizations granted by Us to You will immediately terminate. The termination of this Agreement shall not limit Our rights or remedies at law or in equity.
6.2.4 Suspension of Services. We may suspend delivery of the Services, without liability, if: (i) You fail to pay any amounts due hereunder to Us, and nonpayment continues for more than thirty (30) days from when notice is given to You by Us, (ii) We reasonably believe that the Services are being used in violation of this Agreement, (iii) You do not cooperate with Our reasonable investigation of any suspected violation of this Agreement, or (iv) required by law. We shall use commercially reasonable efforts to give You reasonable notice of a suspension of Services unless immediate suspension is necessary to protect Us or Our Clients from imminent significant operational or security risk.
6.2.5 Customer's Right To Terminate The Agreement. If Customer discovers any material defect with the Services, Customer must notify Provider in writing and as Customer's sole and exclusive remedy and Provider’s sole obligation, Provider will either use reasonable efforts to correct any such defect within sixty (60) days of the date the defect was reported or create a workaround so as to fix the material defect affected in the Software. If Provider is unable to correct or fix the defect in the Software, and the defect renders the Software unusable, the Customer shall be entitled to terminate the Agreement, however, Customer understands and agrees that Provider shall not issue any pro-rata refund of Subscription Fees for the remaining term of the Agreement.
6.2.6 Treatment of Customer Data After Expiration or Termination. Data Return; Deletion.
Upon expiration or termination of this Agreement for any reason, Provider shall, at Customer’s written request and at no additional charge (except for reasonable, pre-disclosed media or transfer costs), manually return to Customer all Customer Data in Provider’s possession or control using commercially reasonable efforts.
Following completion of manually returning Customer’s data, Provider shall permanently delete and securely destroy all Customer Data from Provider’s systems, including all copies, extracts, and backups, within thirty (30) days after termination or expiration, except to the extent retention is required by applicable law. Provider shall ensure deletion includes any Customer Data stored or processed by Provider’s subcontractors, cloud providers, and subprocessors.
Provider shall be permitted to retain aggregated and usage data including data used: (a) as necessary for purposes of providing the Services and fulfilling its obligations and exercising its rights under this Agreement, (b) in order to operate, maintain, and improve the Services, including model training, analytics, or development of derivative models, features or services, and (c) for Provider’s own internal business purposes for operational & accuracy needs, and using anonymized data to glean industry benchmarks, statistics, reporting or trends.
Upon Customer’s written request, Provider shall provide a written certification signed by an authorized officer of Provider confirming the completion of the return and deletion obligations described in this Section, including confirmation that deletion was performed across all production systems, test environments, archives, and backup media, subject only to immutable disaster recovery backups maintained solely for business continuity purposes.
If any Customer Data is retained in disaster recovery or archival backup systems that cannot reasonably be deleted in the ordinary course, Provider shall (i) maintain such Customer Data in encrypted form, (ii) restrict access solely to disaster recovery purposes, (iii) not restore or access such Customer Data except in connection with a disaster recovery event, and (iv) permanently delete such Customer Data in accordance with Provider’s standard backup overwrite cycle, not to exceed ninety (90) days after termination.
6.3 Effect of Termination; Survival. Upon early termination of this Agreement by Customer under Section 6.2.5 for Provider’s uncured material breach, Customer is entitled to a prorated refund of prepaid fees relating to the Services applicable to the remaining period in the applicable Subscription Term. Upon early termination of this Agreement by Provider under Section 6.2.1, fees relating to the Services applicable to the duration of any applicable Subscription Term shall become immediately due and payable by Client. In addition, upon expiration or termination of this Agreement for any reason: (a) all subscription rights granted under this Agreement, Provider’s obligation to provide the Services, and Customer's right to access or receive the Services, will terminate; (b) Customer Data will be available for retrieval and deleted under Section 6.2.6 (“Treatment of Customer Data After Expiration or Termination”); and (c) Sections 1 (“Definitions”), the restrictions in Section 2.2 (“Access and Usage Restrictions”) for so long as Customer has access to the Services, 3 (“Customer Responsibilities”), 4 (“Intellectual Property Rights and Ownership”), 5 (“Billing and Payment”), 6.2.6 (“Treatment of Customer Data After Expiration or Termination”), 6.3 (“Effect of Termination; Survival”), 7 (“Representations and Warranties”), 8 (“Indemnification”), 9 (“Limitation of Liability”), 10 (“Confidentiality and Sensitive Data”), 11 (“Data Processing Agreement”), and 12 (“General”) will survive.
7. REPRESENTATIONS AND WARRANTIES
7.1 By Each Party. Each party represents and warrants that it has the power and authority to enter into this Agreement and that its respective provision and use of the Services is in compliance with laws applicable to each party.
7.2 By Provider.
(a) Access to the Services. Provider warrants that the Services will perform materially in accordance with the Documentation and this Agreement. Provider does not warrant that the Services will be completely error-free or uninterrupted. If Customer notifies Provider of a reproducible error in the Services that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Customer experiences such Error, Provider shall, at its own expense and as its sole obligation and Customer's exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Provider is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Client, Customer may terminate this Agreement upon notice to Provider and, Provider shall refund the amounts paid by Customer for access to the Services on a pro-rata basis for the period during which the Services was not usable by Client. The warranties set forth in this Section 7.2 do not apply to any Third-party or Sub-Processor offerings, Services or Products or cover any Error caused by: (i) Customer or its Users; (ii) use of the Services in any manner or in any environment inconsistent with its intended purpose; (iii) Customer's hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Services, or (iv) any equipment, software, or other material utilized by Customer in connection with the Services contrary to the Provider’s instructions.
(b) Malicious Code. Provider warrants that, to the best of its knowledge, the Services is free from, and Provider shall not knowingly or intentionally introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm (“Malicious Code”), provided however, that Provider shall not be in breach of this warranty if Customer or any Third-Party or Sub-Processor introduces Malicious Code.
7.3 By Client. Customer represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of Customer Data before submission to the Services.
7.4 WARRANTY DISCLAIMERS. EXCEPT AS WARRANTED IN THIS SECTION 7, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WHEN PROVIDER IDENTIFIES A VERSION OF THE SERVICES OR OTHER TECHNOLOGY AS BETA, PILOT, TRIAL, LIMITED RELEASE, PRE-RELEASE, EVALUATION, NON-PRODUCTION OR SIMILAR DESIGNATION, THAT VERSION IS PROVIDED “AS IS,” EXCLUSIVE OF ANY AND ALL WARRANTIES, IS NOT SUPPORTED, AND IS NOT SUBJECT TO ANY AVAILABILITY OR SECURITY OBLIGATIONS, AND PROVIDER MAY TERMINATE OR DISCONTINUE THAT VERSION AT ANY TIME WITHOUT LIABILITY. PROVIDER IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION OR OTHER DAMAGE RESULTING FROM PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, AND TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS OUTSIDE OF ITS CONTROL.
THE AI FEATURE AVAILABLE THROUGH THE SERVICES IS INTENDED AS AN OUTPUT GENERATION TOOL ONLY AND DOES NOT CONSTITUTE ADVICE OF A CERTIFIED OR QUALIFIED EDUCATIONAL PROFESSIONAL AND PROVIDER MAKES NO WARRANTY, REPRESENTATION OR GUARANTY OF ANY KIND, EXPRESS OR IMPLIED, THAT THE INFORMATION, TEXT, AND THE CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, THE ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURE OR LLM’S WILL PROVIDE ACCURATE, TAILORED, OR INFORMATIVE RESULTS OR BE FIT FOR ANY PARTICULAR PURPOSE. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE OUTPUT, AI FEATURE OR LLM’S DO NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. CUSTOMER ACKNOWLEDGES THAT THE AI FEATURES LEVERAGE THIRD-PARTY SERVICES AND THAT PROVIDER IS NOT LIABLE, AND CUSTOMER AGREES NOT TO SEEK TO HOLD PROVIDER LIABLE, FOR THIRD-PARTY SERVICES INCLUDING LLM’S, AND THAT THE RISK OF INJURY FROM SUCH THIRD-PARTY SERVICES RESTS ENTIRELY WITH CLIENT. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE SERVICES, AI FEATURE, LLM’S, AND ANY RELATED AI TOOLS, AND ANY OUTPUT RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUT, AI FEATURE OR LLM’S AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.
IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THIS AGREEMENT, THE AI FEATURE IS PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. PROVIDER AND THE APPLICABLE THIRD-PARTY PROVIDER AND/OR LLM, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND , EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURE, OR THE INFORMATION, TEXT, AND THE CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, THE ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE AI FEATURE. PROVIDER WILL HAVE NO LIABILITY OR RESPONSIBILITY ARISING IN ANY WAY FROM THE USE OF THE AI FEATURE OR ANY ERRORS OR OMISSIONS CONTAINED IN THE CONTENT.
7.5 Disclaimer for the Input and Output.
No Warranty of Fairness: Provider MAKES NO REPRESENTATION OR WARRANTY THAT:
● (a) Services outputs will be unbiased, fair, or non-discriminatory;
● (b) Services are suitable for any particular use case or decision-making context;
● (c) Services comply with any specific fairness criteria or anti-discrimination laws;
● (d) Services outputs will have consistent performance across different demographic groups;
● (e) Bias testing or fairness audits have been performed on base models.
Customer's Independent Assessment: CUSTOMER ACKNOWLEDGES THAT CUSTOMER MUST:
● (a) Independently assess whether Services are appropriate for Customer's use case;
● (b) Conduct its own bias testing and fairness validation;
● (c) Implement appropriate safeguards and human oversight;
● (d) Ensure compliance with applicable laws and regulations;
● (e) Accept full risk of deployment decisions.
7.6. Disclaimer - Customer Data. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE CUSTOMER DATA PROCESSED THROUGH THE SERVICES , INCLUDING WITHOUT LIMITATION, ITS COMPLETENESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OF SUCH CUSTOMER DATA.
7.7. Disclaimer - Third-Party Integrated Services and Sub-Processor Integrated Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE USE OF ANY THIRD-PARTY PRODUCTS, LLM’s, THIRD-PARTY INTEGRATED SERVICES, AND SUB-PROCESSOR INTEGRATED SERVICES, THAT INTEROPERATE WITH THE SERVICES.
7.8 Disclaimer - Account Credentials. CUSTOMER IS RESPONSIBLE FOR ENSURING THAT ITS USERS ARE KEEPING THEIR CREDENTIALS TO ACCESS THEIR ACCOUNTS CONFIDENTIAL AND SECURED, INCLUDING BY FOLLOWING INFORMATION SECURITY BEST PRACTICES REGARDING PASSWORDS. IF ACCOUNTS ARE COMPROMISED AS A RESULT OF CUSTOMER’S USERS’ NEGLIGENCE, PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THIS NEGLIGENCE.
7.9 You further agree that Provider does not warrant or guarantee that any product information contained on the website or Services, or any result returned from queries made through the Services, whether made using AI powered generative experiences or otherwise, is accurate, complete, reliable, current, or error-free.
7.10 You understand that search results obtained from the Services, whether done through AI powered generative experiences or otherwise, may be the same or similar or vary between different users and at different times, and may not necessarily be identical or consistent. You further agree that Provider does not warrant or guarantee that any material created through any AI powered generative experience does not infringe the rights of any third party in any subsequent use of the content you may make. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third Party Provider, you agree that you do so at your own risk and that Provider will have no liability based on such purchase, use, access, or engagement.
8. INDEMNIFICATION
8.1 Provider Indemnification. Provider shall defend, indemnify and hold Customer harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by Client) finally awarded against Customer (or, subject to Section 8.3, the amount of any settlement Provider enters into) resulting from any claim, demand, suit or proceeding from an unaffiliated Third-Party (“Claim”) specifically alleging that the Services directly infringes or misappropriates a valid copyright, trademark, or trade secret of a Third-Party. Provider shall have no indemnification obligation for Claims to the extent arising from: (a) Customer's or any Authorized User’s use of the Services other than as permitted under this Agreement; (b) the combination of the Services developed by Provider with any Customer Data or with any Customer or Third-Party products, services, hardware, data, content, or business processes; or (c) from the modification of the Services by any party other than Provider or Provider’s agents, or modification by Provider or Provider’s agents based on Customer instructions. The foregoing is Provider’s exclusive obligation for infringement claims. If Provider becomes aware of a Claim alleging infringement or misappropriation, or Provider reasonably believes such a Claim will occur, Provider may, at its sole option: (i) obtain for Customer the right to continue use of the Services; (ii) replace or modify the Services so that it is no longer infringing; or, (iii) if neither (i) nor (ii) is reasonably available to Provider, terminate the Services, in which case Provider’s sole liability (in addition to the indemnification obligations set out in this Section 8.1) is to refund to Customer a prorated amount of prepaid fees for the Services applicable to the remaining period (from the date Provider is notified of the infringement claim by Client) in the then-current Subscription Term.
8.2 (a) Customer Indemnification. Customer shall defend, any claim, suit, or action against Provider brought by a Third-Party to the extent that such claim, suit, or action is based upon (i) Provider’s use of any Customer Data in accordance with this Agreement, (ii) Customer's use of any Customer Data, (iii) Customer and its users' use of the Services, (iv) Customer's use and modification of the Outputs, (v) any gross negligence or willful misconduct by Customer in the performance of this Agreement, (vi) Customer's breach or alleged breach of this Agreement (vii) any claim that Customer's confidential information infringes the intellectual property rights of any third parties, or (viii) Customer's failure to obtain consents and permissions from data subjects for the submission and processing of personal data, Customer Data and Content in the Services (the “Claim”) and Customer shall indemnify and hold Provider harmless, from and against Losses that are specifically attributable to such Claim or those costs and damages agreed to in a settlement of such Claim. The foregoing obligations are conditioned on Provider: (a) promptly notifying Customer in writing of such Claim; (b) giving Customer sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Customer's request and expense, assisting in such defense. Notwithstanding the foregoing, Customer will have no obligation under this Section 8.2 or otherwise with respect to any Claim to the extent based upon Provider’s use of the Customer Data in violation of this Agreement.
8.2 (b) Customer Indemnification for Input Data Bias
Broad Indemnification: Customer shall indemnify, defend, and hold harmless Provider, its affiliates, and their respective officers, directors, employees, agents, and contractors (collectively, "Provider Indemnitees") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:
● (a) Bias in Customer Input Data: Any bias, discrimination, unfairness, or lack of representativeness in Customer Input Data;
● (b) Biased Outputs: Outputs generated by the Services that reflect, incorporate, or amplify bias from Customer Input Data;
● (c) Discriminatory Decisions: Any decisions, actions, or outcomes based on Services outputs that are alleged to be discriminatory, unfair, or to have disparate impact;
● (d) Downstream Harm: Any harm suffered by individuals or groups as a result of biased outputs derived from Customer Input Data;
● (e) Regulatory Violations: Violations of anti-discrimination laws, algorithmic accountability regulations, or fairness requirements arising from Customer Input Data or Customer's use of Services;
● (f) Employment Claims: Claims by job applicants, employees, or former employees alleging discriminatory hiring, promotion, termination, or other employment decisions based on biased Services outputs;
● (g) Consumer Protection Claims: Claims alleging unfair or deceptive practices based on biased outputs;
● (h) Civil Rights Violations: Claims under federal, state, or local civil rights laws alleging discriminatory treatment;
● (i) Failure to Test or Validate: Customer's failure to adequately test, validate, or monitor for bias;
● (j) Inappropriate Use: Customer's use of Services for high-stakes decisions without appropriate safeguards;
8.3 Indemnity Process. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the Claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the Claim; and (c) providing to the indemnifying party all available information and assistance resulting from the Claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the Claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may settle any claim that includes a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought without that party’s prior written consent. Neither party may admit liability for or consent to any judgment or concede or settle or compromise any Claim unless that admission or concession or settlement or compromise includes a full and unconditional release of the other party from all liabilities in respect of the Claim.
9. LIMITATION OF LIABILITY
9.1 CUSTOMER ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM CUSTOMER’S USE OF THE SERVICES, THE INFORMATION CONTAINED IN OR COMPILED BY THE SERVICES, THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY PROVIDER OR A THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL PROVIDER OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, EXEMPLARY, INDIRECT, RELIANCE, LIQUIDATED, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION, BUSINESS OPPORTUNITIES, LOSS OR CORRUPTION OF BUSINESS INFORMATION OR ANY PERSONAL OR CUSTOMER DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS, BODILY HARM, EMOTIONAL DISTRESS OR LOSS OF LIFE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE PROVIDER’S SERVICES, OR THE INCOMPATIBILITY OF PROVIDER’S SERVICES WITH ANY HARDWARE, SOFTWARE OR USAGE REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
TO THE EXTENT PERMITTED BY LAW, THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND PROVIDER BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, PROVIDER’S TOTAL LIABILITY TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE FEES PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE.
No Liability for Input-Derived Bias: TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL HAVE NO LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR:
● (a) Bias present in or arising from Customer Input Data;
● (b) Outputs that reflect, incorporate, or amplify such bias;
● (c) Decisions, actions, or outcomes based on such outputs;
● (d) Downstream harm resulting from biased outputs;
● (e) Regulatory fines, penalties, or sanctions related to Customer Input Data bias;
● (f) Reputational damage to Customer resulting from biased outputs.
Cap on Provider Liability: In the event Provider is found liable for bias not attributable to Customer Input Data, Provider's total liability shall not exceed the fees paid by Customer in the 12 months preceding the claim.
Provider is not responsible nor has any liability if you suffer any damages of any kind from your use of the products and services offered by any LLM’s that are integrated into the Services.
9.2 Conditions. The exclusions and limits in this “Limitation of Liability” section reflect the parties’ allocation of risk and will apply under any legal theory (including, without limitation, contract or tort), even where a party was aware of the possibility of such damages, the damages were foreseeable, and/or any remedies hereunder fail of their essential purpose. Such exclusions and limits will not apply to the extent they are prohibited by law./
9.3 Customer assumes the entire cost of any damages it may incur or suffer of any kind resulting from Customer's use of any Third-Party Products, or Provider’s use of Third-Party Products, Third-Party Integrated Services, and Third-Party Subprocessor Services, that interoperate with the Services.
9.4 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY STATED IN THIS SECTION 9 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF THOSE LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.
10. CONFIDENTIALITY AND SENSITIVE DATA
10.1 Confidentiality. “Confidential Information” means this Agreement, the Services, Provider pricing information, Provider technical information, Customer Data and any other information disclosed by one party (“Discloser”) to the other (“Recipient”) related to the provision or use of the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient may use Discloser’s Confidential Information solely to perform Recipient’s obligations or exercise its rights under this Agreement. Recipient will not disclose, or permit to be disclosed, Discloser’s Confidential Information to any Third-Party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees and subcontractors who have a need to know and who are bound in writing to keep that information confidential under confidentiality requirements consistent with this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use. The foregoing will not apply to any information that: (a) was in the public domain at the time it was communicated to the Recipient by the Discloser; (b) entered the public domain after the time it was communicated to the Recipient by the Discloser through no fault of the Recipient; (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the Discloser; (d) was rightfully communicated to the Recipient free of any obligation of confidence after the time it was communicated to the Recipient by the Discloser; (e) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Discloser; or (f) is expressly permitted to be disclosed under the terms of this Agreement.
10.2 Compelled Disclosure. The Recipient shall not be in violation of Section 10.1 for a disclosure that was in response to a valid order by a court or other governmental body, as long as the Recipient provides the Discloser with prior written notice of the disclosure to permit the Discloser to seek confidential treatment of that information.
11. DATA PROCESSING AGREEMENT (DPA)
This Section 11 constitutes the Data Processing Agreement between Provider (as Data Processor) and Customer (as Data Controller) for the processing of personal data in connection with the Services, and is incorporated into and forms part of this Agreement.
11.1 Roles & Scope.
For purposes of applicable data protection law (including, where applicable, the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA), and other applicable U.S. state privacy laws), the parties agree that: (a) Customer is the controller/business with respect to personal data within Customer Data; and (b) Provider is the processor/service provider processing such personal data on Customer’s behalf solely to provide the Services. Provider shall process personal data only as necessary to provide the Services described in this Agreement and as otherwise instructed by Customer in writing.
11.2 Processing Instructions.
Provider will process personal data only in accordance with Customer’s documented instructions as reflected in this Agreement, except where required by applicable law. Provider will promptly inform Customer if an instruction, in Provider’s reasonable opinion, violates applicable data protection law.
11.3 Confidentiality of Personal Data.
Provider will ensure that personnel authorized to process personal data are subject to appropriate confidentiality obligations and will access personal data only on a need-to-know basis consistent with their role in delivering the Services.
11.4 Security.
Provider will implement and maintain appropriate technical and organizational security measures designed to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage, including: (a) encryption of Customer Data in transit using Transport Layer Security (TLS) version 1.2 or higher; (b) encryption of Customer Data at rest; (c) role-based access controls limiting data access to authorized personnel and Authorized Users only; (d) transmission of Customer Data to third-party LLM APIs (including Google Gemini, OpenAI, and Anthropic) via secure API connections, with each provider’s default API terms providing that API inputs and outputs are not used to train models; (e) regular security assessments and vulnerability monitoring; and (f) employee confidentiality obligations and access controls for personnel with access to Customer Data.
11.5 Subprocessors.
Customer hereby authorizes Provider’s use of the following current subprocessors to process Customer Data in connection with the Services:
OpenAI, L.L.C. — Fallback AI transcription, summarization, and sentiment analysis; United States.
Anthropic, PBC — Additional AI processing option for transcription, summarization, and analysis; United States.
Google LLC (Gemini) [PRIMARY] — Primary AI provider for audio processing (Google Files API), transcription, translation, sentiment analysis, summarization, call tagging, and vector embeddings; United States.
Voyage AI — Vector embedding model services for call data and CRM content; United States.
Stripe, Inc. — Payment processing and Stripe Customer Portal for subscription lifecycle management; United States.
Metronome — Subscription metering and billing infrastructure, linked with Stripe; United States.
PostHog, Inc. — User web analytics and product analytics; United States.
Provider will notify Customer of any intended additions to or replacements of subprocessors with at least thirty (30) days’ advance written notice. Customer may object to a new subprocessor on reasonable grounds within fifteen (15) days of notice; if Provider cannot reasonably address Customer’s objection, Customer may terminate the affected Services upon written notice without penalty.
11.6 Data Subject Rights.
Provider will reasonably assist Customer, using appropriate technical and organizational measures, in responding to requests from data subjects exercising rights under applicable data protection law — including rights of access, correction, deletion, and portability — to the extent such rights apply to personal data processed by Provider on Customer’s behalf. Customer remains the data controller responsible for responding to such requests; Provider’s role is to support Customer’s response obligations.
11.7 Data Breach Notification.
Provider will notify Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware of a confirmed personal data breach affecting Customer’s personal data. Such notice will describe: (a) the nature of the breach; (b) the categories and approximate number of data subjects and records affected; (c) the likely consequences of the breach; and (d) the measures taken or proposed to address the breach. Provider will cooperate with Customer in investigating and remediating the breach and will take commercially reasonable steps to mitigate the effects of any such incident.
11.8 Data Retention & Deletion.
Provider retains personal data for the duration of the Subscription Term and for the periods set forth in the Provider’s Privacy Policy, or as required by applicable law. The following standard retention schedule applies to categories of data processed through the Services:
Customer account and profile data: Subscription Term plus 7 years, or as required by applicable law.
Call recordings and transcripts: As configured by Customer, 7 years absent a legal hold obligation.
AI-processed inputs transmitted to LLM APIs (Google Gemini, OpenAI, Anthropic):
Session-only; purged by Provider following processing. Retention by LLM subprocessors governed by their applicable API terms.
AI summaries, sentiment analyses, and generated outputs stored in Services: Subscription Term plus 7 years, unless Customer requests earlier deletion.
Usage logs and telemetry data: 7 years from date of creation.
Security and access audit logs: 7 years.
Aggregated and de-identified data: Indefinitely, as it contains no personal data.
Upon Customer’s verified written deletion request, Provider will delete or anonymize personal data within forty-five (45) calendar days, subject to any legal hold obligations, regulatory retention requirements, active fraud investigations, or immutable disaster recovery backup schedules as described in Section 6.2.6. Provider may retain aggregated, de-identified data as permitted under Section 4.7 of this Agreement.
11.9 Audit Rights.
Upon Customer’s written request (no more than once per calendar year absent a confirmed security incident or regulatory requirement), Provider will make available information reasonably necessary to demonstrate compliance with this Section 11. Such obligation may be satisfied by Provider providing a current SOC 2 Type II report, ISO 27001 certification, or equivalent third-party audit report covering the relevant controls. Customer’s audit rights under this Section are separate from and do not limit the AI Compliance Audit rights set forth in Section 12 of this Agreement.
12. GENERAL
12.1 Notices. Notices to a party will be sent by email to an individual who has the authority and can bind each company.
12.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) except as provided in this Section 11.2.
12.3 Governing Law. By using Provider’s Website or Services, you agree that the laws of the State of California without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Provider.
12.4 Disputes/Arbitration.
ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF PROVIDER’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN RIVERSIDE, CALIFORNIA EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.
CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE COMMERCIAL ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA'S CONSUMER RULES"), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION'S WEBSITE.
YOU AND GRID INTERACE AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.
THE ARBITRATOR SHALL APPLY CALIFORNIA LAW, AND THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.
IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN RIVERSIDE, CALIFORNIA.
12.5 Restrictions. You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the Services.
12.6 Export Laws. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not named on any U.S. government denied party list, and shall not make the Services available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties.
12.7 Remedies. Unless stated otherwise in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Where Customer controls any Affiliate, Provider is entitled to remedies from Customer for the obligations and liabilities of Affiliates who subscribe to a payment plan under this Agreement.
12.8 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Customer and Provider as a result of this Agreement or use of the Services or Professional Services.
12.9 U.S. Government End Users. If Customer is a branch agency or instrumentality of the United States Government, the following provision applies. If Customer is the U.S. Federal Government, Provider provides the Services, including related software and technology, under the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary access right and license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).
12.10 Waiver; Modification. The failure of a party to enforce any right or provision in this Agreement will not constitute a waiver of that right or provision unless the waiver is in writing signed by the waiving party. No modification hereof will be effective unless in writing and signed by both parties.
12.11 Severability. If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Section 10 (“Limitation of Liability”) will remain in effect notwithstanding the unenforceability of any provision in Section 8 (“Representations and Warranties”).
12.12 Entire Agreement; Execution. This Agreement (including the Exhibits hereto) constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to such subject matter. In the event of a conflict between the foregoing terms and conditions and any Exhibits to this Agreement, the foregoing terms and conditions will control. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). A party does not waive its rights under this agreement by granting an extension or forbearance to another party.
12.13 Force Majeure. Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party's reasonable control, provided that the non-performing party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible.
12.14 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any Third-Party. Only the parties to this Agreement may enforce it.
12.15 SMS, Text Messaging, and Electronic Communications
Customer and its Authorized Users consent to receive electronic communications from Grid Interface including emails, texts, and mobile push notices. Provision of a cell phone number to Grid Interface represents consent that Grid Interface may contact that individual by telephone, SMS, or MMS for transactional, operational, or informational purposes using automated technology. Any recipient may reply “STOP” to unsubscribe from SMS messages. Customer and its Authorized Users are responsible for promptly updating account information if a phone number changes.
12.16 Customer SMS Compliance Obligations
To the extent Customer uses the Services to send text messages to its Customers or other individuals, Customer represents, warrants, and agrees that Customer shall not send text messages to its Customers without first sending explicit written consent to its Customers. Customer shall obtain written opt-in consent from its Customers, and Customer shall send a clear disclosure of messages to be received by its Customers.
You represent, warrant, and agree that: (i) You or your business shall send instructions to anyone including your Customers who uses the website or Services on how to opt out from receiving messages (STOP instructions), as well as how they can get help information (HELP instructions).\; and (ii) Your business is required to have a privacy policy conspicuously disclosed on your business’ website containing a Text/SMS policy.
12.17 Restrictions. You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the Services. For example, you are responsible for complying with all telephone recording laws and requirements, including notifying parties that telephone calls are being recorded when required. You are also responsible for, as applicable, and complying with the Telephone Consumer Protection Act (TCPA), including ensuring that all voice calls, text messages and any other commercial electronic messages are sent with the recipients’ valid consent and include prescribed information and an effective unsubscribe mechanism, to the extent required. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to:
a. Use the Services for any illegal purpose or in violation of any local, state, provincial, national, or international law;
b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Services;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
d. use the Services in violation of any applicable advertising and marketing laws such as CAN-SPAM, the TCPA, and the FTC’s Telemarketing Sales Rule, including those that relate to (i) permitted calling times; (ii) a party’s consent to be contacted by telephone and/or text messages (including opt in/opt out consent where applicable and do not call lists); (iii) the required content of text messages and requirements for enabling and promptly implementing unsubscribe requests; (iv) any registration requirements relating to do not call lists; and (v) any notices that need to be given to potential Clients during telephone calls.
e. import or transfer to the Services any data that is sensitive financial information (including credit card numbers), health information, medical information, pharmaceutical information, any personal information whatsoever about or regarding children under 13 years of age, or other sensitive or regulated information (for example, Social Security Numbers or Social Insurance Numbers);
12.18. Customer's Obligations and Responsibilities With Regard to Customer and/or Third Parties Uploading Their Personal Information, Content or Data To The Services. In the event that Customer or its Customers (“third parties”) upload personal information or data to the Services (“third party content”) that can identify someone individually, Customer understands and agrees that as part of its obligations under this Agreement to continue to access the Services it will undertake certain obligations and duties with regard to third parties as follows:
(i) Customer shall obtain written consent from third parties permitting: (a) Customer to upload and submit third party content or personal information up into the Services; and (b) Provider to maintain and process all third party content or personal information of any kind that Customer obtains from third parties; and (ii) Customer shall not market, sell, share or license the third party content or personal information to any third parties and shall only use the third party content and third party personal information in its use of the Services. Customer shall be permitted to use the third party content and personal information in the operations of its business but not in furtherance of Customer's marketing and sales efforts; and (iii) Customer shall maintain administrative, physical and technical safeguards designed for the protection, confidentiality and integrity of third party content and personal information; (iv) Customer shall maintain Terms of Use and Privacy Policy Agreements on its public facing websites which must include language that Customer shall protect third party content and personal information and that Customer shall not market, share, sell or license any third party content and personal information to any third parties not a party to this Agreement.
13. COMPLIANCE WITH APPLICABLE STATE AI LAWS
Provider shall comply with all applicable state laws and regulations governing artificial intelligence systems and related technologies, including without limitation: (a) California’s AI transparency and safety laws, which may require disclosures regarding safety protocols, transparency practices, and reporting of critical safety incidents to designated state authorities and the public where applicable; (b) New York’s Responsible AI Safety and Education Act (RAISE Act) and other state laws that impose requirements on the governance, transparency, safety reporting, and risk mitigation practices for advanced or frontier AI models, including timely reporting of critical safety incidents and implementation of appropriate safety frameworks; and (c) the Colorado Artificial Intelligence Act (CAIA), which imposes obligations on developers and deployers of high-risk AI systems, including reasonable care to prevent algorithmic discrimination, risk assessments, documentation, and transparency obligations with respect to AI systems that make or substantially influence consequential decisions affecting Colorado residents.
Provider will provide Customer with reasonable cooperation and documentation (including policies, procedures, impact assessments, model documentation, risk analyses, and audit results) as needed to support Customer’s compliance with such state AI laws to the extent Customer’s use of the Services implicates such laws. Nothing in this Agreement shall be construed to authorize Provider or Customer to engage in any activity that would violate applicable state AI laws, and each Party remains responsible for its own compliance obligations under such laws.
Artificial Intelligence Regulatory Compliance (NY, CA, CO)
AI Regulatory Compliance.
Customer acknowledges that its access to and use of the artificial intelligence features, models, tools, and services provided under this Agreement (collectively, the “AI Services”) may be subject to federal, state, and local artificial intelligence, consumer protection, privacy, and algorithmic accountability laws and regulations, including but not limited to: (i) the New York Responsible AI Safety and Education Act (“RAISE Act”); (ii) applicable California artificial intelligence, automated decision-making, privacy, and consumer protection laws and regulations, including the California Consumer Privacy Act and its implementing regulations (“CCPA”); and (iii) the Colorado Artificial Intelligence Act and related laws governing high-risk or automated decision systems (collectively, the “AI Laws”)
Customer shall be solely responsible for ensuring that its use, deployment, configuration, training, fine-tuning, integration, and reliance upon outputs of the AI Services complies with all applicable AI Laws, as amended from time to time.
Without limiting the foregoing, Customer represents, warrants, and covenants that it shall, as applicable:
(a) conduct and document any required impact assessments, risk assessments, bias evaluations, or algorithmic reviews relating to its AI use cases;
(b) implement and maintain reasonable policies, procedures, technical safeguards, and governance controls to ensure lawful, ethical, transparent, and non-discriminatory use of AI systems;
(c) ensure appropriate human oversight, monitoring, and accountability for any automated or AI-assisted decisions;
(d) provide all required disclosures, notices, explanations, opt-out mechanisms, or consent to end users, regulators, or affected individuals;
(e) respond to and remediate reasonably foreseeable risks of algorithmic discrimination, unfair treatment, or material harm arising from its AI use; and
(f) maintain records and documentation sufficient to demonstrate compliance with applicable AI Laws upon request by a competent regulatory authority.
Provider does not provide legal, regulatory, or compliance advice, does not determine Customer’s AI use cases, and does not monitor or control Customer’s deployment of the AI Services. Customer assumes all responsibility and liability for compliance with the AI Laws and any enforcement actions, investigations, or claims arising from its use of the AI Services.
AI Regulatory Indemnification.
Customer shall defend, indemnify, and hold harmless Provider and its affiliates, officers, directors, employees, and agents from and against any and all claims, regulatory inquiries, investigations, enforcement actions, penalties, fines, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer’s failure to comply with the AI Laws or Customer’s deployment or use of the AI Services.
Regulatory Risk Suspension.
Provider may suspend or terminate Customer’s access to the AI Services upon reasonable notice if Provider determines that Customer’s use of the AI Services creates a material risk of non-compliance with the AI Laws or exposes Provider to regulatory, legal, or reputational harm.
AI Compliance Audit Rights
AI Compliance Audit.
Upon reasonable notice and no more than once annually (unless required by a regulator or in connection with a suspected material violation), Provider may audit or require Customer to provide written certifications, reports, or documentation reasonably necessary to verify Customer’s compliance with the AI Laws and its obligations under the Artificial Intelligence Regulatory Compliance provision of this Agreement.
Such audit may include, as applicable, review of Customer’s AI governance policies, impact or risk assessments, bias or discrimination evaluations, human oversight procedures, user disclosures, and records relating to Customer’s deployment and use of the AI Services. Audits may be conducted by Provider or an independent third party designated by Provider and shall be subject to reasonable confidentiality obligations.
Customer shall cooperate in good faith with any audit and promptly remediate any identified non-compliance at its own expense. If an audit reveals a material violation of the AI Laws or this Agreement, Customer shall reimburse Provider for the reasonable costs of the audit and Provider may exercise its suspension or termination rights under this Agreement.
Nothing in this Section shall be construed to impose on Provider any obligation to monitor, supervise, or ensure Customer’s compliance with the AI Laws, nor shall an audit or failure to audit limit Customer’s responsibility or liability for compliance.