Terms of Service

Overview

This Terms of Service (this “Agreement”) governs all access to and use of getgrace.ai, the Grace software platform, mobile applications (including iOS and Android operating systems), and related services, features, content, and products offered by Grace (“Provider”, “Company”, “we”, or “us”). This Agreement applies to all website visitors, guests, registered users, mobile app users, online subscription purchasers, and commercial enterprise customers (collectively, “Customer”, “You”, or “User”). The Platform includes generative AI features that produce probabilistic outputs and are subject to hallucinations. Please read this Agreement carefully, as it includes important information regarding your legal rights, remedies, and obligations.

EXPRESS AGREEMENT AND ACCEPTANCE: BY CREATING AN ACCOUNT WITH GRACE, REGISTERING FOR OR ACCESSING THE WEBSITE, MOBILE APPLICATIONS, OR PLATFORM, PURCHASING A SUBSCRIPTION OR OTHER ONLINE ITEM, OR CLICKING “I ACCEPT,”, “CREATE ACCOUNT”, “SIGN UP,” OR A SIMILAR BUTTON OR CHECKBOX, CUSTOMER AND USER EXPRESSLY AGREE TO BE BOUND AND ABIDE BY THIS TERMS OF SERVICE, THE PRIVACY POLICY (INCORPORATED HEREIN BY REFERENCE), AND ANY OTHER CUSTOMER AGREEMENTS BETWEEN THE PARTIES. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THIS AGREEMENT, THE PRIVACY POLICY, OR APPLICABLE CUSTOMER AGREEMENTS, YOU MUST NOT CREATE AN ACCOUNT, ACCESS, OR USE THE WEBSITE, MOBILE APPLICATIONS, OR PLATFORM. IF YOU ARE CREATING AN ACCOUNT OR AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS, THE PRIVACY POLICY, AND ALL RELATED CUSTOMER AGREEMENTS. PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED, INCLUDING AN ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER.

1. Definitions and Customer Agreements

• “Customer Agreement” means any document executed by the parties or agreed to online, including any Licensing Agreement, Enterprise Agreement, Scope of Work (SOW), Order Agreement, plan description, or purchase checkout detail referencing this Agreement. Customer Agreements detail pricing, modules, features, service levels, subscription terms, user limits, customizations, technology development services, and payment terms. Upon execution or online acceptance, each Customer Agreement is incorporated by reference into this Agreement. In the event of any conflict between a Customer Agreement and this Agreement, this Agreement shall govern unless specifically noted otherwise in the Customer Agreement.
• “Platform” means Provider’s proprietary, modular software-as-a-service platform, web application, mobile applications (iOS and Android), and website located at getgrace.ai for AI-powered content orchestration, prompt engineering, generative content creation, automated workflows, third-party integrations, publishing and distribution tools, dashboards, and analytics.
• “Documentation” means the Platform’s user manuals, tutorials, specifications, support materials, and related documentation made available on getgrace.ai or through other methods provided by Provider, as updated from time to time.

2. Eligibility, Registration, and Account Creation Agreement

• Eligibility: By using the Website or Platform, you represent and warrant that you are of legal age and capacity to form a binding contract with the Company (on behalf of yourself or the entity that you represent) and meet all eligibility requirements. The use of any Customer account by any individual under the age of eighteen (18) is strictly prohibited.
• Express Account Creation Agreement: By creating an account with Grace, Customer expressly accepts and agrees to be bound by this Terms of Service, the Privacy Policy, and any other Customer Agreements between the parties. As part of the registration and account creation process, Customer will provide Provider with registration information, all of which must be accurate, truthful, and updated. It is a condition of your use of the Website and Platform that all information you provide is correct, current, and complete. Provider reserves the right to deny creation of or disable any Customer account based on Provider’s inability to verify the authenticity of registration information or for any or no reason in our sole discretion.
• Implementation & Credentials: Customer shall be responsible, at its sole cost, for procuring all connectivity, equipment, hardware, and software needed to access the Platform. Provider shall provide Customer with non-transferable access credentials. Customer shall not: (i) misrepresent or mask identities when using the Platform or seeking credentials; (ii) select or use as a username a name already in use or utilizing the rights of another person/entity without authorization; or (iii) select or use as a username a name that is offensive, vulgar, or obscene.
• Account Safeguards: Customer shall treat user names, passwords, and security information as confidential and shall not disclose them to any third party. Customer agrees that its account is personal and will not provide any other person with access to the Platform using its security credentials. Customer shall immediately notify Provider of any known or suspected unauthorized use of its account or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of login information. Customer must ensure it exits from its account at the end of each session and use caution when accessing accounts from public or shared computers. Customer is fully responsible for all acts and omissions of its users and all activity on its account(s), including any affiliate or third party acting on its behalf.

3. Platform Modules, Technical Restrictions, and Service Levels

• Platform Functionalities: The Platform includes software modules and functionalities for AI-powered orchestration, generative content creation, automated workflows, integrations, and analytics, including:

• Orchestration functions: Modules that manage prompt engineering, workflow automation, and adaptive orchestration of generative AI services.
• Creation functions: Modules that generate and refine text, images, campaigns, microsites, and other digital content based on Customer inputs and configurations.
• Connection functions: Integrations enabling Customer’s third-party systems (e.g., CRM, CMS, marketing automation, publishing platforms) to exchange data with the Platform.
• Analytics functions: Dashboards and reporting tools providing aggregated usage metrics, performance insights, optimization trends, and system monitoring.
• AI and Machine Learning Functionality: Certain modules incorporate artificial intelligence and machine learning (e.g., natural language processing, adaptive scoring, predictive analytics). AI/ML features augment Customer workflows and are not intended to replace human judgment. Provider may continuously improve AI/ML features by training models on anonymized and aggregated data (including Resultant Data) to enhance accuracy, detect misuse, and improve functionality. All AI/ML processing is subject to applicable law, this Agreement, and any Data Processing or Data related Addendums.

• Technical Restrictions: Provider reserves the right to limit the number of users, volume of data flows, amount of data storage, and other access and use, as detailed in the Documentation, plan description, or Customer Agreement. Customer shall not exceed or attempt to circumvent such limitations. Provider may monitor use to confirm compliance. If Customer exceeds limitations, Provider may assess additional Fees, upgrade Customer’s services, or suspend/block access upon written notice.
• Data Backups: The Platform does not replace the need for Customer to maintain regular data backups or redundant archives. Customer is solely responsible for ensuring data retention obligations under applicable law (including healthcare or financial regulations) are met through independent archival measures. Provider has no liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data, nor is Provider responsible for storing or recovering Customer personal data.
• Updates: Provider may modify or update the Platform in its discretion to improve functionality, performance, security, or comply with law. Provider will use commercially reasonable efforts to notify Customer in advance of changes that materially degrade core functionality. Provider bears no obligation to support legacy versions after an update.
• Availability Requirement. Provider will use commercially reasonable efforts to make the Platform Available at least ninety-nine and one-half percent (99.5%) of the time in each calendar month during the Term (a “Service Period”), solely as measured by Provider's internal monitoring systems, and excluding Scheduled Maintenance and Excused Downtime. “Available” means the core production environment is reachable over the public internet and capable of logging in authorized users and processing requests in material accordance with the Documentation, measured at Provider’s hosting data center egress point. 
• SLA Exceptions: The following are excluded from Availability calculations: (a) use not strictly compliant with this Agreement, Documentation, plan details, or Customer Agreement; (b) Customer Failures (including Customer Systems, networks, or integrations under Customer control); (c) utility, internet backbone, or cloud-hosting outages; (d) force majeure; (e) downtime, rate limits, changes, or faults of Third Party Materials or Integration Partners; (f) scheduled or emergency maintenance, updates, or security patches; and (g) permitted suspensions.
• SLA Reporting & Credits: Upon written request with time, date, and screenshot details within 30 days of claimed unavailability, Provider will issue an Availability and Exceptions report. If Availability is determined by Provider to be less than 99.5% (excluding Exceptions), Provider may provide a credit against the next invoice or payment due. Provider’s entire liability for unavailability is limited to such potential credit. Customer’s sole and exclusive remedy for any failure to meet the Availability Requirement shall be in service credits, and any such failure shall not constitute a material breach of this Agreement. In no event shall the aggregate total of all service credits issued to Customer for all failures occurring in any single calendar month exceed ten percent (10%) of the monthly subscription fees actually paid by Customer for that specific month.
• Training & Support: Provider may provide Customer with training and support materials listed on chosen plan details or set forth in a Customer Agreement or SOW (“Support Exhibit”). Provider may amend support terms from time to time in its sole discretion.
• Beta Offerings: Provider may include test or beta features (“Beta Offerings”). Use is voluntary and at Customer’s sole risk. Beta Offerings are provided “AS IS” and may contain errors, bugs, or inaccuracies causing failure or loss of data. Customer Content and Data may be affected such that Customer cannot revert to non-beta versions. Beta Offerings are excluded from service levels, warranties, and indemnities.

4. Grant of Rights, Intellectual Property, and Use Restrictions

• Website Use License: For general website visitors, these Terms permit access for personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, perform, republish, download, store, or transmit material on our Website, except: (i) temporary RAM storage incidental to viewing; (ii) files automatically cached by your browser; (iii) printing one copy of a reasonable number of pages for personal, non-commercial use; and (iv) downloading single copies of mobile/desktop apps under applicable end-user licenses.
• Platform Grant of Rights: Subject to this Agreement and timely payment of Fees, Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term and within the Territory to access and use the Platform and Documentation solely: (i) for Customer’s internal business purposes; and (ii) to create, review, and publish outputs generated by the Platform to Customer-owned or Customer-authorized channels. “Territory” means the geographic scope in the Customer Agreement or plan details; if none is specified, Territory is worldwide.
• Trademarks: Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and display Provider’s names, logos, designs, and slogans (“Provider Marks”) during the Term solely as part of the Platform. Customer recognizes Provider’s exclusive ownership of Provider Marks; all goodwill inures to Provider. You must not use Provider Marks without prior written permission.
• Ownership: Provider and its licensors own all right, title, and interest in and to the Website, Platform, Documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, visual attributes, database rights, copyrights, patents, trade secrets, derivatives, enhancements, and improvements thereof (collectively, “Provider Materials”).
• Feedback: Customer has no obligation to provide feedback, suggestions, or recommendations (“Feedback”). If provided, Feedback is not confidential, Provider assumes no obligation by considering it, and all right, title, and interest in Feedback is assigned exclusively to Provider.
• Restrictions on Use: Customer and Users shall NOT, and shall not permit any third party to:

• Use the Platform or outputs to create any service, software, documentation, or data competitive with, substantially similar to, or confusingly similar to Provider.
• Modify, display, perform, copy, disclose, or create derivative works of the Platform or Website materials.
• Reverse engineer, decompile, disassemble, mimic, screen-scrape, frame, or mirror the Platform or attempt to discover source code.
• Benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge, or transfer the Platform to any third party.
• Access via automated means (robots, spiders, scrapers) or interfere with, disrupt, or override security measures.
• Violate applicable federal, state, local, or international laws or regulations (including data export, privacy, and anti-spam laws).
• Send more messages to Provider servers than a human can reasonably produce in the same period, or overburden, damage, or impair the site.
• Attempt unauthorized access to, interfere with, damage, or disrupt any server, computer, or database connected to the Platform.
• Obscure, remove, or alter proprietary rights or copyright notices.
• Use the Platform or outputs to train AI/ML models outside the Platform.
• Attack the Website via denial-of-service or distributed denial-of-service attacks.
• Harass, threaten, impersonate, or intimidate another person, citizen, group, government, or business entity.
• Exploit or harm minors in any way.
• Transmit promotional material, junk mail, chain letters, or spam.

• Mitigation & Immediate Revocation: If Customer becomes aware of prohibited activity, it shall immediately stop the activity, mitigate effects, erase unauthorized data, and notify Provider. Provider may immediately revoke access rights if Customer breaches restrictions or creates legal/security concerns.

5. Customer Obligations, Customer Content, Data Rights, and Output Licensing

• Customer Manager: Customer shall maintain a primary point of contact manager with requisite organizational authority to manage communications, consultations, approvals, and decisions regarding this Agreement.
• Customer Systems: Customer shall maintain in good repair all IT infrastructure, hardware, software, networks, and systems (“Customer Systems”) used to access the Platform, and grant Provider necessary access to fulfill obligations. Provider is not liable for performance failures/delays caused by Customer (“Customer Failures”).
• Non-Solicitation: During the Term and for one (1) year thereafter, Customer shall not directly or indirectly recruit or solicit for employment/engagement any employee or independent contractor of Provider. General public solicitations are exempt. Breach of this clause entitles Provider to liquidated damages equal to the compensation paid by Provider to the individual during the prior 12 months, which parties agree is fair and reasonable.
• Customer Content License: Customer retains sole ownership of branding and creative materials provided to Provider (“Customer Content”). Customer grants Provider a non-exclusive, royalty-free, transferable, sublicensable (to Subcontractors and Integration Partners) worldwide license during the Term to display, replicate, modify technically, and use Customer Content to operate the Platform.
• Customer Data & Resultant Data: Customer retains sole ownership of data, records, and personal data provided to Provider (“Customer Data”). Customer grants Provider a non-exclusive, royalty-free, transferable, sublicensable license during the Term to use Customer Data to operate the Platform and to create anonymized, aggregated data (“Resultant Data”). Resultant Data includes model weights, embeddings, feature engineering, statistical learnings, and algorithmic enhancements. Provider owns all right, title, and interest in Resultant Data, and Customer hereby unconditionally and irrevocably assigns all rights in Resultant Data to Provider for any business purpose.
• Output License: Subject to compliance and timely Fee payment, Provider grants Customer a non-exclusive, worldwide, royalty-free license during the Term to use, reproduce, perform, display, distribute, and publish Platform outputs derived from Customer inputs for Customer’s business purposes. Customer is responsible for clearing any Third Party Materials within outputs. Customer acquires no rights in Provider’s underlying models, training data, or orchestration logic.
• Customer Representations: Customer represents and warrants that: (a) Customer Data/Content is accurate and lawful; (b) Customer has obtained all required consents, permissions, and opt-ins; (c) use and publication complies with all laws (copyright, privacy, CAN-SPAM, TCPA, CASL, export regulations); (d) data submitted is not defamatory, obscene, or unlawful; and (e) Customer maintains records proving compliance.

6. User Contributions and Interactive Content Standards

To the extent the Website/Platform contains AI chat features, blogs, chat rooms, bulletin boards, or interactive features (“Interactive Services”), users may post “User Contributions”.

• Any User Contribution posted is non-confidential and non-proprietary. User grants Provider, its affiliates, and service providers the right to use, reproduce, modify, display, distribute, and disclose such material to third parties for any purpose.
• Content Standards: User Contributions must comply with all laws and must NOT:

• Be defamatory, obscene, abusive, harassing, violent, hateful, or objectionable.
• Promote sexually explicit material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe intellectual property or legal rights (publicity/privacy) of others.
• Be likely to deceive, promote illegal activity, cause annoyance, or impersonate any person.
• Involve commercial activities, sales, advertising, or give the impression of endorsement by Provider.

• Monitoring & Enforcement: Provider has the right to remove User Contributions, take legal action (including law enforcement referral), disclose user identity to third-party rights claimants, and terminate user access. Provider assumes no liability for action or inaction regarding user transmissions or content. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ACTIONS TAKEN DURING OR AS A CONSEQUENCE OF INVESTIGATIONS BY THE COMPANY OR LAW ENFORCEMENT.

7. Specific Functionality Terms, AI Hallucinations, and Output Disclaimer

• Orchestration: Customer is solely responsible for configuring workflows, prompts, templates, and automation rules, and reviewing settings prior to execution. Provider disclaims responsibility for errors, misconfigurations, or liabilities arising from Customer’s outputs or orchestration settings.
• EXPRESS AI HALLUCINATION & OUTPUT DISCLAIMER: CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PLATFORM INCORPORATES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES THAT PRODUCE PROBABILISTIC OUTPUTS THAT ARE INHERENTLY SUBJECT TO HALLUCINATIONS, ERRORS, INACCURACIES, OMISSIONS, AND FABRICATIONS. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, ALL PLATFORM OUTPUTS, AI-GENERATED RESULTS, ANALYTICS, RECOMMENDATIONS, OR EXPECTED PERFORMANCE OUTCOMES—WITHOUT ANY EXCEPTIONS WHATSOEVER—ARE NEVER GUARANTEED TO BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY SPECIFIC PURPOSE. PROVIDER ASSUMES ABSOLUTELY NO LIABILITY OR RESPONSIBILITY FOR ANY HALLUCINATIONS, INACCURACIES, ERRORS, OMISSIONS, OR DECISIONS MADE IN RELIANCE UPON PLATFORM OUTPUTS OR EXPECTED PERFORMANCE OUTCOMES. Customer is solely and exclusively responsible for validating, verifying, and reviewing all outputs prior to reliance, publication, or distribution, obtaining all required IP/privacy clearances, and ensuring compliance with all applicable laws.
• Connection & Integration Partners: Customer shall provision API credentials, manage permissions, and maintain contracts with third-party platforms (“Integration Partners”). Provider is not liable for Integration Partner outages, rate limits, API changes, or unauthorized access to Customer systems.
• Analytics: Metrics, dashboards, and reports are for informational purposes only, may be incomplete or estimated, and should not be treated as authoritative business records.
• Communications (Email/SMS): If sending/automating communications, Customer is solely responsible for content, cadence, targeting, obtaining and honoring consents/opt-outs, and compliance with CAN-SPAM, TCPA, CASL, and do-not-call rules.
• Prohibited Sensitive/Regulated Data: Except as expressly permitted in a Customer Agreement with required addenda, Customer SHALL NOT submit: (i) government IDs; (ii) financial account numbers; (iii) biometric identifiers; (iv) HIPAA-regulated health/medical data; (v) personal data of children under 13; (vi) FCRA-regulated consumer report data; or (vii) data subject to heightened regulatory requirements. Customer shall indemnify Provider for breaches of this section.
• Prohibited AI Uses: Customer shall not use the Platform to: (i) make unlawful solely automated decisions; (ii) target content based on protected characteristics unlawfully; (iii) scrape or ingest third-party data without rights; or (iv) generate deceptive, fraudulent, or unlawful material.

8. Fees, Payment, Online Purchases, and Purchases Terms

• Purchases & Online Terms: All online purchases, subscription transactions, and renewals through getgrace.ai are governed by this Fees section unless otherwise expressly set forth in a separate written Customer Agreement signed by both parties. Unless otherwise stated online or in a Customer Agreement, all subscriptions automatically renew for successive terms of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
• Fees & Payment Terms: Customer shall pay Provider the fees specified online or in the applicable Customer Agreement (“Fees”). Payment shall be made in U.S. Dollars via authorized automatic credit card charge, auto-debit, or advance invoice as set forth by Provider. Customer hereby authorizes Provider to automatically charge Customer's designated payment method for all recurring Fees throughout the Term and any renewal periods. All Fees are non-cancellable, and all fees paid are non-refundable, payable in full without setoff, deduction, or withholding.
• Taxes: Except for taxes based solely on Provider’s net income, Customer is responsible for all sales, use, excise, value-added (VAT), gross receipts, and other local, state, federal, or international taxes, duties, or tariffs associated with the purchases.
• Late Payments & Suspension: Overdue payments accrue interest at 1.5% per month or the maximum lawful rate, whichever is less, calculated daily from the due date until paid. Customer shall reimburse Provider for all collection costs, including reasonable legal fees, incurred in collecting past-due amounts. If any Fees become seven (7) or more days past due, Provider may, without liability to Customer, suspend access to the Platform until all outstanding amounts are paid in full. Any such suspension shall not relieve the Customer of its obligation to pay Fees, and shall be excluded from any uptime or availability calculations.

9. Confidentiality, Publicity, and Data Protection

• Confidential Information: Confidential Information includes non-public data, software, source code, algorithms, business plans, trade secrets, customer lists, and terms of this Agreement. Provider Materials and Resultant Data are Provider’s Confidential Information; Customer Data/Content are Customer’s Confidential Information. Excluded is information that is public, already known, independently developed, or rightfully received from third parties.
• Non-Disclosure & Compelled Disclosure: Recipient shall protect Discloser’s Confidential Information with reasonable care, using it solely to perform obligations. Disclosures are restricted to employees, Subcontractors, and Integration Partners bound by similar terms. If legally compelled to disclose, Recipient will provide prompt written notice and cooperate with Discloser.
• Publicity: Customer agrees Provider may use Customer’s name, logo, and trademarks on Provider’s website, social media, marketing, and investor materials to identify Customer as a client, and engage in case studies and press releases as agreed.
• Security & Data Processing: (i) Information Security. Provider shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These safeguards will align with industry standards and Provider's internal information security policies, as updated from time to time; (ii) Data Privacy & Processing. To the extent Provider processes any Personal Data on behalf of Customer, the parties acknowledge that Customer acts as the data controller (or business) and Provider acts solely as a data processor (or service provider). Provider shall process Personal Data strictly in accordance with Customer’s lawful documented instructions and Provider’s Privacy Policy available at getgrace.ai, which is hereby incorporated by reference; (iii) Customer Responsibility. Customer retains sole and exclusive responsibility for the security, configuration, and integrity of all Customer-side systems, networks, devices, and user credentials used to access the Platform. Provider bears no liability for any unauthorized access or data breach resulting from Customer’s failure to secure its access credentials or systems.

10. Representations, Warranties, and Disclaimers

• Mutual Warranties: Each party represents that it is duly organized, validly existing, authorized to enter into this Agreement, and will comply with applicable laws.
• GENERAL DISCLAIMER: YOUR USE OF THE WEBSITE, PLATFORM, CONTENT, AND SERVICES IS AT YOUR SOLE RISK. EVERYTHING IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
• NO GUARANTEES: PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR FREE OF VIRUSES OR DESTRUCTIVE CODE. PROVIDER HAS NO CONTROL OVER THIRD-PARTY MATERIALS, INTEGRATION PARTNERS, CLOUD HOSTS, OR INTERNET UTILITIES AND IS NOT LIABLE FOR OUTAGES OR DELAYS.
• MARKET RESEARCH DISCLAIMER: RESEARCH AND ANALYTICS ARE NOT AN EXACT SCIENCE, ARE SUBJECT TO STATISTICAL ERROR, AND DEPEND ON DATA ACCURACY. PROVIDER DISCLAIMS ALL LIABILITY FOR CONCLUSIONS DRAWN OR BENEFITS RECEIVED FROM PLATFORM USE.

11. Indemnification and Release

• Customer Indemnity: Customer agrees to defend, indemnify, and hold harmless Provider, its parents, subsidiaries, affiliates, licensors, partners, and officers, directors, employees, agents, and successors (“Related Parties”) from and against any third-party claims, liabilities, damages, awards, losses, costs, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) Customer Data, Content, or platform use infringing third-party rights; (ii) Customer’s products/services; (iii) security breaches on Customer Systems; (iv) Customer’s gross negligence, willful misconduct, or breach of this Agreement; (v) Customer’s use, publication, or distribution of outputs; (vi) violations of marketing/communications laws (CAN-SPAM, TCPA, CASL); or (vii) regulatory investigations/subpoenas into Customer's practices.
• Provider Indemnity: Provider will defend, indemnify, and hold harmless Customer and its Related Parties against third-party claims alleging that Customer’s authorized use of the Platform infringes U.S. intellectual property rights (“IP Claim”), or arises from Provider’s gross negligence, willful misconduct, or violation of law.

• Infringement Exclusions: Provider has no liability for IP Claims arising from: (a) combinations with non-Provider systems; (b) unauthorized modifications/use; (c) Customer Content/Data; (d) Customer directions; (e) Third Party Materials or third-party AI/ML models (e.g., LLMs); or (f) failure to use updates.
• Remedies: For valid IP Claims, Provider may obtain usage rights, replace/modify the platform, or terminate the Agreement. This states Provider's sole liability for IP infringement.

• Indemnification Procedure: The indemnified party must give prompt written notice, allow the indemnifying party sole control of defense, and approve any settlements.
• California Release Waiver: You release Provider and its officers, directors, employees, and agents from all claims, demands, and damages arising out of site use or third-party links/ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

12. Maximum Limitation of Liability

EXCLUSION OF DAMAGES: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; LIABILITY CAP: EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS (FEES), BREACH OF PROPRIETARY RIGHTS OR USE RESTRICTIONS, OR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, PROVIDER’S MAXIMUM COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE STRICTLY LIMITED TO THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. Term, Termination, and Suspension

• Term: For online users, this Agreement remains effective while using the site. For subscription plans, the Initial Term is month-to-month or as defined in the Customer Agreement, automatically renewing for successive terms unless either party gives written non-renewal notice (at least 60 days prior to expiration for enterprise terms, or as required by plan details).
• Termination & Suspension: Provider may suspend or terminate access immediately without notice if Customer breaches Section 4 (Restrictions), fails to pay Fees when due, or violates safety/legal standards. Either party may terminate immediately for uncured material breach (following 10 days written notice) or insolvency/bankruptcy.
• Post-Termination Obligations: Upon termination, all licenses immediately cease. Customer must stop using the Platform. Outstanding Fees for the remainder of the Term become immediately due and payable. Sections intended to survive (Confidentiality, Intellectual Property, Limitations of Liability, Indemnity, Dispute Resolution) shall survive.

14. Governing Law, Dispute Resolution, Mandatory Arbitration, and Class Action Waiver

• Governing Law & Venue: All matters arising out of or relating to this Agreement shall be governed by the internal laws of the State of Florida, without giving effect to conflict of law principles.
• Injunctive Relief: Either party may seek immediate injunctive relief in any court of competent jurisdiction for actual or threatened violations of confidentiality or intellectual property rights without showing irreparable harm or posting bond.
• Mandatory Binding Arbitration: EXCEPT FOR INJUNCTIVE RELIEF CLAIMS REGARDING CONFIDENTIALITY OR INTELLECTUAL PROPERTY, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR PLATFORM USE SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES APPLYING FLORIDA LAW. Arbitration shall take place in Miami-Dade County, Florida, before a single arbitrator. The arbitral award is final and binding.
• Fallback Court Jurisdiction: If arbitration is held unenforceable or fails, all legal actions must be instituted exclusively in federal or state courts located in Miami-Dade County, Florida, and parties consent to personal jurisdiction therein.
• CLASS ACTION & JURY TRIAL WAIVER: YOU AGREE THAT ALL DISPUTES MUST BE PURSUED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ALL RIGHTS TO BRING CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS IN COURT OR ARBITRATION. BOTH PARTIES UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL.
• Time Limit to File Claims: ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, IT IS PERMANENTLY BARRED.

15. Miscellaneous Provisions

• Geographic & Export Restrictions: Provider is based in the State of Florida in the U.S. The Platform is subject to U.S. export controls and may not be exported to embargoed nations (Cuba, Iran, North Korea, Sudan, Syria) or individuals on the U.S. Treasury SDN List or Commerce Department Denied Persons List. Users accessing the Platform outside the U.S. do so on their own initiative and are responsible for local law compliance.
• Force Majeure: Neither party is liable for failure or delay in performance (except payment obligations) due to causes beyond reasonable control, including natural disasters, acts of God, war, terrorism, labor disputes, utility outages, internet/cloud hosting failures, or cyber-attacks.
• Assignment & Subcontractors: Provider may engage Subcontractors to perform obligations. Neither party may assign this Agreement without consent, except to an affiliate or in connection with a merger, acquisition, or corporate reorganization.
• Independent Contractors: The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
• Updates to Agreement: Provider may modify this Agreement from time to time by updating the "Last Updated" date. Material updates will be notified via email or site posting. Continued platform access after modifications constitutes acceptance.
• Severability & Waiver: If any provision is found invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, leaving remaining provisions in full force. Failure to enforce any right is not a waiver.
• Entire Agreement: This Agreement, together with the Privacy Policy and any executed Customer Agreements, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or customer terms (including purchase orders or click-wrap terms).
• Notices & Support: Notices shall be in English and sent via email to contact information on file or listed in Customer Agreements. Website comments, support requests, and feedback should be directed to getgrace.ai.