Terms of Service | GritFlow

1. Agreement to These Terms

By accessing or using the Services, signing an Order, or clicking to accept these Terms, you agree to be bound by them. If you do not agree, you may not access or use the Services.

If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” and “Customer” refer to that entity. The Services are intended for business use by organizations and their authorized users, not for personal, household, or consumer use.

These Terms incorporate by reference our Privacy Policy, Acceptable Use Policy, and Disclaimer. Where you and GritFlow sign a separate written agreement (such as a master subscription agreement or order form), that agreement governs to the extent it conflicts with these Terms.

2. Definitions

“Services” means the GritFlow managed AI application platform and the custom business-intelligence applications we build, host, and operate for you, together with our websites, APIs, and related services we make available to you.
“Platform” means GritFlow's underlying technology and the proprietary assets that produce and power the Services, including its framework, intelligence skills, prompt libraries, reusable workflows, connectors and integrations, templates and abstractions, orchestration logic, evaluation and scoring systems, models, software, telemetry and Usage Data systems, and the source code of the applications built on it, together with all improvements, enhancements, and derivatives of the foregoing. The Platform is GritFlow's property and is never delivered to you (see Section 12).
“Application” means the hosted business-intelligence application GritFlow builds and operates for you on the Platform and makes available to you as a service.
“Customer Application” means the application GritFlow builds and/or configures for the Customer on the Platform, including its specific configuration, settings, and connected resources, but excluding the Platform itself.
“Deployed Application” means a Customer Application that GritFlow deploys, hosts, or provisions for the Customer, including any version made available to the Customer's own end users.
“Order” means an order form, statement of work, or online checkout describing the plan, fees, and subscription term you purchase.
“Subscription” means your paid right to access the Services for the term stated in an Order.
“Customer Data” means the data, content, and materials you or your Authorized Users submit to the Services. Customer Data does not include AI Output or Usage Data.
“AI Output” means the analyses, insights, recommendations, scores, summaries, and other content the Services generate, including from Customer Data.
“Profitability Insights” means AI Output that relates to revenue, costs, margins, pricing, operations, sales, finance, or business performance — including analyses, projections, calculations, recommendations, scores, scenarios, and summaries. Profitability Insights are a subset of AI Output, and every reference in these Terms to AI Output applies equally to Profitability Insights.
“Usage Data” means technical and operational data generated by your use of the Services — such as logs, event and performance metrics, configuration and feature-usage records, and diagnostic data — that does not include Customer Data.
“Automated Action” means any action the Services take on your behalf without a separate manual step for each action, including generating, sending, or acting on outputs based on your configuration.
“Protected Action” means a high-impact Automated Action that is off by default and runs only where it is expressly configured and approved by the Customer. Protected Actions include deleting or materially altering production data or databases; moving money or initiating payments; placing trades; submitting regulatory, tax, or legal filings; sending external communications on the Customer's behalf; changing any person's legal rights; approving financial transactions; and modifying production systems.
“High-Risk Use” means use of the Services or AI Output as an input to a decision that has a legal, financial, safety, or similarly significant effect on a person or organization — for example, decisions about employment, credit or lending, insurance, housing, healthcare, education, eligibility for essential services or government benefits, or the purchase, sale, or holding of securities or other investments.
“Subprocessor” means a third party engaged by GritFlow to process Customer Data or to host or operate the Services on GritFlow's behalf, including AI model providers and hosting providers.
“Third-Party AI Provider” means a third party whose artificial-intelligence models, APIs, or services GritFlow uses to provide the Services, including foundation-model and other AI model providers. A Third-Party AI Provider is a Subprocessor.
“Infrastructure Provider” means a third party that provides hosting, deployment, compute, storage, networking, or related infrastructure GritFlow uses to deploy, host, provision, or operate the Services or a Deployed Application. An Infrastructure Provider is a Subprocessor.
“Authorized Users” means the individuals you permit to use the Services under your account.

3. The Services

GritFlow is a managed AI application platform. We build, host, and operate custom AI-powered business-intelligence applications configured to your business — including financial analytics, sales intelligence, pricing optimization, and operational dashboards — delivered as specialized AI “Brains.” What we deliver to you is a hosted Application (a license to use it), together with your Customer Data and the AI Output the Application generates for you. Each deployment of the Services is provisioned as a dedicated, self-contained environment for a single Customer, and your environment and Customer Data are isolated from those of other customers.

We do not deliver, license, or otherwise provide to you the Platform — including its source code, framework, intelligence skills, or models — which we retain as our exclusive property and trade secrets. You receive the benefit of the Application as a service; you do not receive the underlying technology that produces it (see Section 12).

We may improve, modify, add, or discontinue features of the Services from time to time. We will not materially reduce the core functionality of a paid Subscription during its then-current term without providing a comparable alternative or a prorated refund for the affected period.

4. Accounts and Eligibility

To use the Services you must create an account and may invite Authorized Users. You are responsible for your account and for all activity that occurs under it. You agree to:

Provide accurate, current, and complete registration information and keep it up to date;
Safeguard your credentials and any API keys, and restrict access to authorized personnel;
Promptly notify us of any unauthorized access or suspected security incident; and
Ensure that your Authorized Users comply with these Terms.

You represent that you are at least 18 years old and able to form a binding contract. The Services are not directed to children.

No competitor access. GritFlow's direct competitors may not access or use the Services, and you may not access or use the Services for competitive benchmarking or to design, develop, or assist in developing a product or service that competes with the Services or the Platform — in each case without GritFlow's prior written consent. You represent that you are not a direct competitor of GritFlow accessing the Services for any such purpose, and that no Authorized User you invite is doing so on a competitor's behalf.

5. Subscriptions, Fees, and Payment

Paid plans are described in your Order. Unless your Order states otherwise:

Subscriptions are billed in advance on a monthly or annual basis and are payable by ACH or wire transfer;
Fees are stated in U.S. dollars and are exclusive of taxes; you are responsible for any sales, use, VAT, or similar taxes, excluding taxes on our net income;
Invoices are due within the period stated on the invoice, and overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law;
Except where required by law or expressly stated in these Terms or your Order, fees are non-refundable and Subscriptions are non-cancelable for the term purchased; and
Unless an Order states otherwise, Subscriptions renew for successive terms equal to the prior term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

We may change Subscription pricing effective upon renewal by giving you at least 30 days' notice before the end of your then-current term. If you do not pay amounts when due, we may suspend the Services after reasonable notice until payment is received.

6. Customer Data

Ownership. As between the parties, you retain all right, title, and interest in and to your Customer Data. We claim no ownership of it.

License to operate the Services. You grant GritFlow a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data, and to generate AI Output, in each case solely to provide, secure, and support the Services for you and as permitted by these Terms and our Privacy Policy.

Your responsibilities. You represent that you have the rights and any necessary consents to provide Customer Data to the Services and that your Customer Data and its use do not violate law or third-party rights. You are responsible for the accuracy and legality of your Customer Data.

No training on your data. We do not use your Customer Data, your prompts, AI Output generated for you, Customer-specific embeddings, or logs tied to you or your Authorized Users to train, fine-tune, or otherwise develop foundation models or any general-purpose AI model. We contractually bind our AI model providers to the same restriction: they may use this material only to provide their services to GritFlow and may not use it to train or improve their own models. Any use of Customer Data to improve the Services is limited to aggregated or de-identified data that does not identify you or any individual, and you may opt out of that use at any time by request to privacy@gritflowai.io.

We maintain administrative, technical, and physical safeguards designed to protect Customer Data, as further described in our Privacy Policy. We will not sell your Customer Data.

Data Processing Addendum. If your Customer Data includes personal data, our Data Processing Addendum (the “DPA”) is incorporated into these Terms and governs that processing. To the extent the DPA conflicts with these Terms with respect to the processing of personal data, the DPA controls.

Subprocessors. GritFlow uses Subprocessors to host, operate, and support the Services. A current list of our Subprocessors is available at /legal/subprocessors, and the process for receiving notice of changes and for objecting to a new Subprocessor is described in the DPA.

7. AI Output and Model Use

The Services use artificial intelligence to provide analyses, recommendations, scores, and other decision-support designed to help you make better-informed business decisions. We build the Services precisely so that you can use AI Output in running your business — to surface opportunities, weigh options, and act with more information than you had before.

To make clear what that decision-support is and is not, the following applies to all AI Output.

The relationship is informational and software-based. The Services provide informational decision-support on an impersonal basis through software. They do not provide regulated investment, financial, legal, tax, accounting, audit, or fiduciary advice, and using the Services does not create any advisory, fiduciary, broker-dealer, attorney-client, accountant-client, or similar relationship. (See Section 7.1.)

AI Output may be wrong. AI Output may be inaccurate, incomplete, or unsuitable for your particular purpose, and similar or identical output may be generated for other customers. You are responsible for independently reviewing and verifying AI Output and for any decision you make or action you take based on it. See our Disclaimer for important limitations.

Ownership of AI Output. As between the parties, you own the AI Output generated for you to the extent it is legally ownable, and GritFlow assigns to you any rights it may have in that AI Output. We make no representation or warranty that AI Output is unique, original, protectable by copyright or other intellectual-property right, non-infringing, accurate, or fit for any regulated use. AI Output may not be eligible for copyright or other intellectual-property registration to the extent it lacks sufficient human authorship, and you are responsible for determining the protectability of, and your lawful use of, any AI Output.

This Section does not grant you any rights in the Platform, framework, intelligence skills, models, or Application source code, which remain GritFlow's exclusive property under Section 12.

7.1 No Regulated Professional Advice

We want you to use the Services to make better decisions — that is the point of the product. At the same time, the Services are software, not a licensed professional, and you should treat them that way.

The Services and AI Output are provided on an impersonal, software basis for informational and decision-support purposes. They are not regulated investment, financial, legal, tax, accounting, audit, or fiduciary advice, and they are not tailored professional advice for your specific situation.
Profitability Insights, like all AI Output, are informational decision-support intended to help you run your business. They are not a guarantee of any financial or business outcome and not regulated financial, investment, tax, or accounting advice. You may use them as input to your own decisions; this Section does not restrict that use, but allocates responsibility for those decisions to you.
GritFlow is not your investment adviser, broker-dealer, accountant, auditor, attorney, or fiduciary, and no such relationship arises from your use of the Services.
No AI Output is an offer, solicitation, or recommendation to buy, sell, or hold any security or other financial instrument, or to enter into any transaction.
Where a decision calls for professional judgment, licensing, supervision, recordkeeping, or regulatory disclosure — for example, advice to your own clients, regulatory or financial filings, audited financials, or tax positions — you are responsible for obtaining review and approval from your own qualified, licensed professionals before relying on or acting on AI Output. You remain responsible for compliance with the laws and professional standards that apply to you.

Nothing in this Section limits your right to use AI Output as input to your own decisions; it allocates responsibility for those decisions to you.

8. AI Transparency

The Services use artificial intelligence to generate AI Output and to power certain features. Where the Services interact directly with a user through a conversational or similar interface, GritFlow will indicate that the user is interacting with an AI system, consistent with applicable transparency requirements (including Article 50 of the EU AI Act).

Where the Services generate or help publish AI-generated or AI-manipulated content, GritFlow provides reasonably available technical means, labels, or documentation to support applicable AI-transparency obligations. The Customer is responsible for determining whether its deployment requires notices or disclosures to its personnel, clients, end users, or the public — including for AI interaction, synthetic or AI-generated content, deepfakes, AI-generated text published on matters of public interest, emotion recognition, or biometric categorization — and for providing any such notices or disclosures.

To the extent GritFlow acts as a developer or provider of automated-decision technology that the Customer uses for a regulated consequential or significant decision, GritFlow will provide reasonably available documentation describing the technology's intended uses, known material limitations, instructions for appropriate human review, and material updates. The Customer remains responsible for determining whether its use triggers any notice, assessment, appeal, correction, explanation, human-review, or recordkeeping obligation, and for meeting any such obligation.

For Customers and Authorized Users located in the European Union, the Customer is typically the “deployer” of the AI system under the EU AI Act and is responsible for compliance obligations that arise from its own context of use. This includes determining whether a particular use is high-risk and meeting any resulting obligations, providing any required notices to its own personnel or end users, and maintaining appropriate human oversight over how it uses the Services and AI Output.

9. Automated Actions

Each GritFlow Application is provisioned as a dedicated, self-contained environment for a single Customer, and Automated Actions the Services take operate within that environment based on your configuration. By default, the Services take no external or consequential action — including external communications, regulatory or financial filings, movement of money, securities trades, invoice or payment approvals, or any High-Risk Use — unless that action is expressly configured and approved by you in an Order or in the Application's settings. Automated Actions and their effects otherwise remain confined to your environment and do not extend to other customers or applications.

Cross-Brain (optional enterprise feature). Our enterprise "Cross-Brain" capability is off by default. If you opt in, you may connect two of your GritFlow Applications so that decisions and data can flow between them; enabling it extends the scope of Automated Actions to the Applications you connect. This feature is available only to enterprise Customers and is enabled and controlled solely by you.

Protected Actions. Certain high-impact Automated Actions are Protected Actions (as defined in Section 2) and are off by default. Unless you expressly configure and enable them (and, where GritFlow requires, cover them in an Order or with a human-confirmation or approval step), the Services will not take any Protected Action — meaning they will not: delete or materially alter production data or databases; move money or initiate payments; place trades; submit regulatory, tax, or legal filings; send external communications on your behalf; change any person's legal rights; approve financial transactions; or modify production systems. You are responsible for configuring appropriate review, approval, rollback, backup, audit-logging, and permission controls before using any Deployed Application or Automated Action in production.

Your responsibility for configuration. You are responsible for configuring the permissions, approval and confirmation flows, connected accounts and destinations, and other safeguards that govern Automated Actions, and for keeping those configurations and settings appropriate for your intended use. You are bound by Automated Actions to the extent your configuration and settings enable them, including any actions taken through connected accounts or destinations you authorize. GritFlow remains responsible for its own obligations with respect to the Platform and its personnel as set out in these Terms.

Your responsibility for oversight and High-Risk Use. You are responsible for configuring appropriate human oversight, review, and approval controls for any Automated Action (including any enabled through Cross-Brain), and for ensuring those controls are suitable for your intended use. For any High-Risk Use, you remain responsible for meaningful human review of AI Output before a decision is made or acted upon. To the maximum extent permitted by law, GritFlow is not liable for Automated Actions taken in accordance with your configuration and instructions.

10. AI App Builder; Customer Applications

The Services may let you describe, generate, configure, deploy, host, manage, or operate Customer Applications — including dashboards, workflows, automations, database views, analyses, reports, integrations, and similar artifacts — built from your instructions, Customer Data, configurations, third-party services, and AI.

You validate before production. You are responsible for reviewing, testing, validating, approving, and monitoring each Customer Application before using it in production or making it available to your personnel, clients, customers, vendors, or other end users. The Services produce Customer Applications from your inputs; they do not replace your own review of how a Customer Application behaves and what it produces.

What you receive. Unless an Order states otherwise, GritFlow provides access to the Customer Application or Deployed Application — not the GritFlow framework, source code, system prompts, skills, orchestration, model configurations, templates, or internal tools used to build, deploy, or operate it. The Platform and its constituent assets remain GritFlow's exclusive property and trade secrets (see Section 12 (Intellectual Property; Hosting and Deployment) and Section 13 (Trade Secrets; Protection of the Platform)).

Private by default. Customer Applications, Customer Data, AI Output, and Profitability Insights are private by default. GritFlow will not publish, open-source, publicly license, or make them available to third parties, and will not use them to train models, except as you authorize in writing or through a setting in the Services.

Your responsibility for use. You are responsible for your use of Customer Applications and Deployed Applications, including the legality and accuracy of your Customer Data; validating app behavior and outputs; configuring access, permissions, approvals, and connected systems; providing the notices, consents, privacy terms, and support required for your own end users; and complying with the laws applicable to your business and use case.

This Section consolidates the app-builder responsibilities and works together with — and does not replace — Section 9 (Automated Actions) and Section 14 (Deployment and Publication).

11. Acceptable Use

You agree to use the Services only for lawful business purposes and in accordance with our Acceptable Use Policy, which is incorporated into these Terms. Without limiting that policy, you may not:

Violate any law or regulation or infringe any third party's rights;
Upload malware or attempt to gain unauthorized access to the Services or related systems;
Interfere with or disrupt the integrity or performance of the Services;
Reverse engineer, decompile, or attempt to derive the source code, framework, skills, or models of the Platform, or resell or provide the Services to third parties except as expressly permitted; or
Use the Services to develop a competing product or to generate unlawful, harmful, or abusive content.

12. Intellectual Property; Hosting and Deployment

Our IP. The Platform — including all software, the framework, intelligence skills, models, designs, documentation, and the source code of the Applications built on it, together with the GritFlow name and logos — is owned by GritFlow or its licensors and is protected by intellectual-property and trade-secret laws. We do not sell, deliver, or license the Platform or any Application source code to you.

How we deliver vertical AI. GritFlow provides its applications through customer-specific configuration, retrieval, embeddings, workflow orchestration, integrations, prompts, and dedicated environments. Unless expressly stated in an Order, GritFlow does not train, fine-tune, or otherwise modify foundation models or general-purpose AI models using your Customer Data.

Ownership in three parts. To make ownership clear, the rights associated with the Services fall into three categories:

(a) Customer Materials — yours. “Customer Materials” means your Customer Data, the content and business records you provide, and the AI Output generated for you (to the extent it is legally ownable). As between the parties, you own your Customer Materials, and GritFlow assigns to you any rights it may have in the AI Output to the extent provided in Section 7. Customer Materials do not include Feedback (defined below) or GritFlow Technology. For clarity, the business context, desired outcomes, workflow descriptions, app requests, requirements, tickets, configuration requests, and feature requests you provide may be used by GritFlow to configure your Customer Application; but the generalized ideas, methods, workflows, templates, product features, platform improvements, and know-how derived from that input are Feedback or GritFlow Technology and are owned by GritFlow, provided GritFlow does not thereby disclose your Customer Data or Confidential Information.
(b) GritFlow Technology — ours. “GritFlow Technology” means the Platform and all technology used to create, configure, generate, deploy, host, operate, secure, or improve Customer Applications, including the source code, object code, system prompts, skills, orchestration logic, reusable workflows, connectors and integrations, templates and abstractions, model configurations, evaluation and scoring systems, deployment tooling, and related know-how — together with all improvements, enhancements, and derivatives of the foregoing. As between the parties, GritFlow owns all GritFlow Technology, and nothing in these Terms transfers any ownership of it to you.
(c) Hosted application access — what you receive. You receive the right to access and use the hosted Customer Application during your Subscription (including making it available to your own end users to the extent the Order permits). You receive no copy of, and no license or other right in, the GritFlow Technology beyond that access.
(d) No lock-in on Customer Materials. On termination, you may export your Customer Data and AI Output as provided in these Terms. Such export does not include, and conveys no rights in, any source or object code, system prompts, orchestration, templates, deployment packages, or other GritFlow Technology.

No source code or escrow. Unless expressly stated in an Order signed by GritFlow, the Services include no source code, object code, deployment package, system prompt, skill, workflow library, model configuration, or software-escrow right, and GritFlow has no obligation to provide, deposit, or escrow any of the foregoing.

Your license to the Application. We grant you a limited, non-exclusive, non-transferable license during the applicable Subscription term to access and use the hosted Application, subject to these Terms. GritFlow may suspend or terminate that access only as provided in these Terms or the applicable Order. Your license includes the right to operate the Deployed Application and to make the Deployed Application and its AI Output available to your own end users in connection with your business; it is not limited to your internal use. This is a license to use the Application as a service; it conveys no rights in, and no copy of, the underlying Platform or source code. You are responsible for your end users and for their use of the Deployed Application and its AI Output, including providing any required notices and obtaining any required consents. All rights not expressly granted to you are reserved by GritFlow.

Hosting and deployment. GritFlow hosts, deploys, and operates the Application on your behalf, including through Infrastructure Providers, which are Subprocessors (see Section 6 and /legal/subprocessors). You are responsible for your and your Authorized Users' use of the Application, for the configurations and instructions you provide, and for the conduct of any end users to whom you make the Application or its AI Output available.

Feedback and product input. GritFlow owns and retains all right, title, and interest in and to any suggestions, ideas, enhancement requests, feedback, recommendations, feature requests, requirements, tickets, configurations, product direction, or other input or information that you or your Authorized Users provide relating to the Services or the Platform (collectively, “Feedback”), and you hereby assign all such right, title, and interest to GritFlow. To the extent any Feedback is not assignable, you grant GritFlow a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and exploit it without restriction or obligation. Providing Feedback, requirements, product direction, or other input — and any participation in product design, testing, or roadmap discussions — gives you no ownership of, license to, or other interest in the Platform, the Services, or any GritFlow Technology, and is not a contribution to, or evidence of, any partnership, joint venture, or jointly owned property. GritFlow will not identify you as the source of Feedback without your permission.

This assignment applies to Feedback whenever provided — before, on, or after the date you accept these Terms — to the maximum extent permitted by law. To the extent any Feedback or related contribution includes copyrightable expression, it is specially commissioned by GritFlow and, to the extent permitted by law, is a “work made for hire”; to the extent it is not, you hereby assign, and will cause your Authorized Users and personnel to assign, to GritFlow all right, title, and interest in that contribution and in any resulting improvements, enhancements, modifications, derivative works, and related intellectual-property rights. You waive, and will cause your Authorized Users and personnel to waive, any moral, attribution, or integrity rights in Feedback to the maximum extent permitted by law, and you will sign (and cause them to sign) any documents we reasonably request to confirm or perfect the rights assigned under this Section.

No joint authorship. The parties do not intend to create any joint work, joint authorship, joint invention, jointly owned technology, or jointly owned intellectual property. You acknowledge that GritFlow alone controls the design, implementation, source code, architecture, product roadmap, and commercialization of the Platform and GritFlow Technology.

13. Trade Secrets; Protection of the Platform

The Platform is a trade secret. The Platform — including the GritFlow framework, intelligence skills, prompts and system instructions, brain and coach logic, orchestration logic, the component library, models, scoring and evaluation methodologies, and the related know-how, designs, and techniques that produce and power the Services — constitutes trade secrets and Confidential Information of GritFlow under applicable law, including the U.S. Defend Trade Secrets Act and applicable state trade-secret law. This material derives independent economic value from not being generally known or readily ascertainable by others, and GritFlow takes reasonable measures to keep it secret.

Managed service by design. GritFlow operates the Services as a managed service specifically so that this material is never delivered, displayed, exported, or otherwise made available to you in source or human-readable form. You receive the benefit of the Application as a service; you do not receive, and acquire no right to obtain, the Platform or any of its constituent skills, prompts, models, methodologies, or framework internals.

Your protective obligations. You will not, and will not authorize or permit any Authorized User, end user, or other person to:

(a) reverse engineer, decompile, disassemble, observe, study, or otherwise analyze the structure, behavior, inputs, or outputs of the Services in order to reconstruct, recreate, or derive the Platform or any skill, prompt, system instruction, model, framework component, or methodology;
(b) extract, elicit, probe for, or attempt to reveal or capture the prompts, system instructions, skills, scoring methodologies, or framework internals of the Platform, including through the chat or conversational interface, prompt injection, jailbreaking, or any similar technique; or
(c) use AI Output, or your access to or observation of the Services, to design, develop, train, or improve any product, model, dataset, or service that competes with the Services or the Platform.

Equitable relief and survival. You acknowledge that any breach or threatened breach of this Section would cause GritFlow irreparable harm for which monetary damages would be inadequate, and that GritFlow is entitled to seek injunctive and other equitable relief, in addition to any other remedies, without the need to post a bond. This Section is in addition to, and does not limit, your obligations under Sections 11 (Acceptable Use), 12 (Intellectual Property), and 16 (Confidentiality), and survives any expiration or termination of these Terms.

14. Deployment and Publication

GritFlow may deploy, host, or provision Customer Applications on third-party Infrastructure Providers in order to make a Deployed Application available to you and, where you configure it, to your end users.

Availability is outside our direct control. A Deployed Application's availability depends on Infrastructure Providers and other third parties. Their downtime, outages, degradation, maintenance, suspension, or failures are outside GritFlow's direct control, and we are not responsible for them except as expressly stated in an Order or a separate service-level agreement.
Visibility of public or shared deployments. Depending on the configuration you choose, a Deployed Application — and content within it — may be publicly accessible or shared, and may be visible to or accessible by others. You are responsible for selecting an appropriate configuration and access controls for your intended audience.
You are responsible for what you publish or operate. You are responsible for the legality of, and for any required notices, disclosures, licenses, and consents for, anything you publish, deploy, share, or operate through a Deployed Application, and for its compliance with the laws, regulations, and third-party rights that apply to you and your end users.
Secrets and regulated data. You are responsible for the secure handling of secrets, credentials, and access tokens within a Deployed Application and its configuration. You must not include secrets, credentials, access tokens, or regulated or sensitive data in prompts, shared content, or publicly accessible portions of a Deployed Application except as expressly authorized in these Terms, an Order, or the DPA, and you must follow the safeguards we make available for handling such material.
Your end-user terms and notices. Where you make a Deployed Application available to your own end users, you are responsible for providing the terms of use, privacy notices, AI disclosures, consent flows, support, and complaint or appeal mechanisms required by law or appropriate to your use case. GritFlow is not responsible for your end-user terms or notices unless expressly agreed in an Order.

15. Third-Party AI and Infrastructure Providers

The Services may interoperate with, and rely on, third-party products and services, including Third-Party AI Providers, Infrastructure Providers, and payment processors.

Routing and authorization. To provide the Services, GritFlow may route Customer Data through selected Third-Party AI Providers and Infrastructure Providers, which are Subprocessors. You authorize these transfers and this processing for the purpose of providing, securing, and supporting the Services. A current list of Subprocessors is available at /legal/subprocessors.
Their terms govern their services. Third-Party AI Providers and Infrastructure Providers have their own terms of service and privacy notices that govern their products and your or your end users' use of them. Except for GritFlow's obligations under the DPA and these Terms, GritFlow is not responsible for those providers' independent products, outages, delays, suspensions, or acts or omissions outside GritFlow's control.
Provider-specific consequences. Some provider-specific models, regions, or features may carry different data-processing, retention, or intellectual-property consequences than others. Where a particular model or feature carries such consequences and we make it available for your selection, we will identify that where applicable so you can decide whether to use it.
Changes. If a third-party service becomes unavailable or its terms change, we may modify, substitute, or remove the related functionality.

16. Confidentiality

Each party may access the other's confidential information in connection with the Services. The receiving party will use the disclosing party's confidential information only to perform under these Terms and will protect it using at least reasonable care. This section does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, and does not prevent disclosures required by law. Nothing in this Section limits the protections that apply to the Platform as a trade secret under Section 13.

17. Term, Suspension, and Termination

These Terms apply while you use the Services and for as long as any Subscription is active. Either party may terminate for the other's material breach that remains uncured 30 days after written notice.

Suspension. GritFlow may suspend your access, or the access of any Authorized User, in whole or in part, immediately and without liability, where: (a) required by law or by a governmental or regulatory authority; (b) you or an Authorized User violate these Terms or the Acceptable Use Policy; (c) any amount is past due; or (d) a “Security Emergency” exists. A “Security Emergency” means any use, condition, or activity that, in GritFlow's reasonable judgment, could (i) pose a security risk to the Services or any third party, (ii) cause material harm to GritFlow, the Services, or others, (iii) infringe or misappropriate the intellectual-property rights of GritFlow or any third party, or (iv) subject GritFlow, the Services, or others to liability. GritFlow will use reasonable efforts to give you notice of, and an opportunity to cure, the condition giving rise to a suspension where practicable, but may suspend without prior notice where, in its reasonable judgment, prior notice is not practicable or would be ineffective. GritFlow will restore access promptly after the condition giving rise to the suspension is resolved. GritFlow has no liability to you or any Authorized User for any suspension made in good faith under this Section.

Termination for cause. We may terminate access immediately for non-payment, violation of the Acceptable Use Policy, breach of Section 13 (Trade Secrets; Protection of the Platform), or activity that poses a security or legal risk.

Effect of termination. Upon termination, your right to use the Services, the Application, and any Deployed Application ends, and we may deprovision or take down any Deployed Application. For 30 days after termination, you may request export of your Customer Data in a commonly used format; after that period we may delete it in the ordinary course, subject to our backup and legal-retention practices. The provisions identified in Section 23 (Survival) will survive termination.

18. Warranties and Disclaimers

We will provide the Services in a professional and workmanlike manner. Your exclusive remedy, and GritFlow's sole obligation, for breach of the professional-and-workmanlike warranty is for GritFlow to use commercially reasonable efforts to re-perform the affected Services or, if it cannot, to provide a prorated refund for the affected period. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND GRITFLOW DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted or error-free, or that AI Output will be accurate, complete, or fit for any particular purpose.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

EACH PARTY'S TOTAL LIABILITY arising out of or relating to these Terms will not exceed the amounts you paid to GritFlow for the Services in the 12 months before the event giving rise to the claim.

Exclusions from these limits. Neither the dollar cap in the paragraph above nor the waiver of indirect, incidental, special, consequential, or exemplary damages in the first paragraph of this Section applies to: your payment obligations; your indemnification obligations; a party's liability for fraud, willful misconduct, or gross negligence; your breach of Section 12 (Intellectual Property), Section 13 (Trade Secrets; Protection of the Platform), or Section 16 (Confidentiality); or any material breach of the Acceptable Use Policy that results in, or is reasonably likely to result in, a security incident, unlawful conduct, a third-party claim, infringement or misappropriation, unauthorized access, misuse of the Platform, compromise of GritFlow Technology, or material harm to GritFlow, another customer, or a third party. For the avoidance of doubt, liability arising from those breaches is not subject to the dollar cap and may include indirect and consequential damages, in each case to the maximum extent permitted by law.

20. Indemnification

You will defend, indemnify, and hold harmless GritFlow and its affiliates, officers, and personnel from any third-party claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising out of or relating to:

Your Customer Data, or your use of the Services in violation of these Terms or applicable law, or your violation of a third party's rights;
Your use of, or reliance on, AI Output, including any decision you make or action you take based on it;
Any High-Risk Use of the Services or AI Output;
Any Automated Action you configured or approved, including any enabled through Cross-Brain, and any integration you connect to the Services;
Your or your end users' use of the Application or any Deployed Application, and anything you publish, share, or operate through a Deployed Application;
Your presentation of AI Output as professional advice, or as a decision made, approved, or endorsed by GritFlow.

21. Export Controls and Sanctions

You must comply with all applicable export-control and economic-sanctions laws, including those of the United States. You represent that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and are not on any U.S. government list of restricted or prohibited parties. You will not access, use, or export the Services in violation of these laws, or for any prohibited end use.

22. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, where that court lacks subject-matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for all disputes arising out of or relating to these Terms or the Services.

Jury-trial waiver. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY in any proceeding arising out of or relating to these Terms.

Class-action waiver. Disputes must be brought in an individual capacity, and EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Nothing in this section prevents either party from bringing a qualifying claim in a small-claims court, or from seeking injunctive or equitable relief to protect its intellectual property or confidential information.

23. Survival

The following provisions survive any expiration or termination of these Terms, along with any other provision that by its nature should survive: Section 2 (Definitions), Section 5 (Subscriptions, Fees, and Payment) as to amounts accrued before termination, Section 6 (Customer Data) as to ownership, no-training, and post-termination handling, Section 7 (AI Output and Model Use), Section 7.1 (No Regulated Professional Advice), Section 9 (Automated Actions) as to allocation of responsibility, Section 10 (AI App Builder; Customer Applications) as to the private-by-default commitment and allocation of responsibility, Section 12 (Intellectual Property; Hosting and Deployment), Section 13 (Trade Secrets; Protection of the Platform), Section 14 (Deployment and Publication) as to allocation of responsibility, Section 15 (Third-Party AI and Infrastructure Providers), Section 16 (Confidentiality), Section 17 (Term, Suspension, and Termination) as to suspension authority and post-termination handling, Section 18 (Warranties and Disclaimers), Section 19 (Limitation of Liability), Section 20 (Indemnification), Section 21 (Export Controls and Sanctions), Section 22 (Governing Law and Dispute Resolution), this Section 23, and Section 24 (General).

24. General

Entire agreement. These Terms, together with any Order and the policies they incorporate, are the entire agreement between the parties regarding the Services.
No reliance on pre-contract statements. You have not relied on, and GritFlow is not bound by, any prior or contemporaneous statement, discussion, proposal, presentation, email, text message, slide deck, demo, trade-show or conference interaction, roadmap or product-planning discussion, co-marketing or referral discussion, or other communication, except to the extent expressly set out in these Terms or in a written agreement signed by authorized representatives of both parties. No such communication creates any partnership, joint venture, agency, reseller, referral, ownership, revenue-sharing, profit-sharing, or co-development relationship.
Purchase orders and order of precedence. No term contained in any purchase order, vendor portal, supplier registration, procurement system, or other business or procurement document issued by you will modify, supplement, or supersede these Terms or any incorporated policy, and any such term is void and of no effect, even if GritFlow accepts or fulfills the order, unless that term is set out in a writing signed by authorized representatives of both parties. In the event of a conflict, the following order of precedence governs: (1) a written agreement or Order signed by both parties; (2) for the Processing of Customer Personal Data, the DPA; (3) for international transfers governed by them, the applicable Standard Contractual Clauses (SCCs) or UK International Data Transfer Addendum (UK IDTA); (4) these Terms; and (5) the policies incorporated by reference into these Terms (including the Privacy Policy, Acceptable Use Policy, and Disclaimer).
Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets; we may assign them to an affiliate or successor.
Severability and waiver. If any provision is found unenforceable, the remaining provisions stay in effect, and a failure to enforce a provision is not a waiver.
Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Security incidents. We maintain safeguards designed to protect Customer Data and will notify you of a security incident affecting your Customer Data as described in our Data Processing Addendum.
Notices. Legal notices to GritFlow should be sent to the contact below; we may give notice to you through the Services or the contact information on your account.
Relationship; no partnership. The parties are independent contractors. Neither these Terms nor the parties' conduct creates, and the parties expressly disclaim, any partnership, joint venture, agency, fiduciary, franchise, or employment relationship, or any association to carry on as co-owners a business for profit. Neither party may bind the other or act on the other's behalf.
No partnership by conduct. No course of dealing, collaboration, joint meeting, conference or trade-show attendance, co-marketing, shared materials, exchange of personnel, introduction to customers, or other interaction between the parties will be construed to create, or to evidence, any partnership, joint venture, or co-ownership, regardless of either party's intent.
Terminology. Any informal or colloquial use of the words “partner,” “partnership,” “partnering,” “collaboration,” or similar terms — whether in conversation, email, slides, marketing, or otherwise — is for convenience only, does not describe the parties' legal relationship, and does not alter the independent-contractor relationship defined in these Terms.
No holding out. Neither party may represent that it is a partner, co-owner, joint venturer, founder, or agent of the other, or that the parties are affiliated or jointly own any product or business; and neither party may use the other's name, logos, or trademarks, co-brand any product, or issue any press release or public statement referencing the other, without the other's prior written consent.
Resellers and referral partners. Any right to resell, refer, distribute, or co-market the Services exists only if granted in a separate written agreement signed by both parties; absent such an agreement, no reseller, distributor, referral, or partnership relationship arises, and this Section governs.

25. Contact Us

Questions about these Terms can be directed to:

GritFlow AI, LLC — Attn: GritFlow AI, LLC · 41 Peabody St, Nashville, TN 37210, United States

Email: legal@gritflowai.io · Web: gritflowai.io