ComplianceAide Terms of Service

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THECOMPLIANCEAIDE END USER LICENSE AGREEMENT (EULA) AND TERMS OF SERVICE
Last Updated: February 5, 2026

IMPORTANT NOTICE
- This Agreement includes broad warranty disclaimers and very strong limitations of liability.
- The Service produces AI-generated outputs. Outputs can be incomplete, inaccurate, or outdated. You are responsible for human review and independent verification.
- If you do not agree, do not use the Service.

1. PARTIES, SCOPE, AND ACCEPTANCE
1.1 Parties. This End User License Agreement and Terms of Service (this "Agreement") is a binding contract between:
(a) you, either as an individual or on behalf of a business entity ("Customer", "you", "your"), and
(b) ComplianceAide Inc. and/or its applicable affiliate(s) doing business as "TheComplianceAide" ("Company", "we", "us", "our").

If your Order Form (as defined below) identifies a different Company entity, that entity controls for the Service provided under that Order Form.

1.2 Scope. This Agreement governs your access to and use of:
(a) the theComplianceAide.com website, web application, and any subdomains or successor sites (the "Site"),
(b) the ComplianceAide platform and related software, connectors, APIs, agents, and features (the "Service"), and
(c) any documentation, templates, policies, reports, dashboards, outputs, and other content provided by or through the Service (collectively with the Site and Service, the "Offering").

1.3 Acceptance. You accept this Agreement by any of the following:
(a) clicking "I agree" (or similar) in the Service,
(b) creating an account,
(c) signing an Order Form that incorporates this Agreement, or
(d) accessing or using any part of the Offering.

1.4 Business Use Only. The Offering is intended for business and professional use. You represent that you are using the Offering for business purposes and not as a consumer acting primarily for personal, family, or household purposes.

1.5 Authority. If you use the Offering on behalf of an entity, you represent you have authority to bind that entity. If you do not have authority, do not use the Offering.

2. DEFINITIONS
2.1 "AI Features" means any generative, agentic, automated, or assisted functionality that produces or helps produce Outputs (including natural-language interactions, framework mapping, scoring, policy drafting, evidence mapping, and recommendations).

2.2 "Authorized User" means an individual you authorize to access and use the Service under your account or subscription, including your employees, contractors, and agents, subject to this Agreement and any usage limits in the applicable Order Form.

2.3 "Customer Data" means any data, content, files, documents, policies, procedures, logs, screenshots, photos, inventories, configurations, tickets, evidence artifacts, prompts, inputs, and other information that you or your Authorized Users submit to, upload into, transmit through, or connect to the Service, including data obtained from Third-Party Services (defined below) at your direction.

2.4 "Order Form" means a Company order form, statement of work, quote, subscription agreement, or similar purchasing document that references this Agreement and identifies commercial terms (such as fees, term, usage limits, and plan).

2.5 "Output" means any result, response, report, mapping, assessment, score, spreadsheet, dashboard, policy draft, remediation roadmap, cost estimate, or other output generated by the Service or AI Features based on Customer Data, user inputs, and Service logic.

2.6 "Third-Party Service" means any third-party software, system, API, marketplace, platform, or service (including security tools, RMM/PSA tools, cloud services, and vendor integrations) that you connect to or use in connection with the Service.

3. LICENSE GRANT AND ACCESS RIGHTS
3.1 License Grant. Subject to your compliance with this Agreement and any applicable Order Form, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Service and documentation solely for your internal business purposes (or, if you are an MSP/MSSP or consultant, to provide services to your end customers only as expressly permitted by your plan or Order Form).

3.2 No Sale. The Service is licensed, not sold. Company and its licensors retain all right, title, and interest in and to the Offering, including all intellectual property rights, except for the limited rights expressly granted to you.

3.3 Reservation of Rights. All rights not expressly granted are reserved by Company.

4. ACCOUNTS, ADMINISTRATION, AND SECURITY
4.1 Account Registration. You must provide accurate account information and keep it current. You are responsible for all activity under your account(s), including activity by Authorized Users.

4.2 Credentials. You must protect usernames, passwords, API keys, and tokens. You will promptly notify Company if you suspect unauthorized access or use.

4.3 Admin Controls. The Service may allow account administrators to manage users, permissions, workspaces, clients, integrations, data access, exports, and settings. You are responsible for configuring admin controls and permissions appropriately.

4.4 Security Communications. Vulnerability reports should be sent to: security@complianceaide.com. Company may provide additional security information via a Trust and Security Portal or similar resource.

5. ACCEPTABLE USE AND RESTRICTIONS
5.1 Acceptable Use. You will use the Offering only in compliance with this Agreement and all applicable laws and regulations.

5.2 Prohibited Activities. You will not, and will not permit any third party to:
(a) copy, modify, translate, or create derivative works of the Offering, except as expressly permitted by Company in writing,
(b) reverse engineer, decompile, disassemble, or attempt to discover source code, models, prompts, agent logic, or underlying components, except to the extent prohibited by applicable law (and then only after providing notice to Company),
(c) bypass, disable, or interfere with security features, access controls, rate limits, or usage tracking,
(d) scrape, crawl, or harvest the Offering or any data from it (except through Company-provided APIs as authorized),
(e) use the Offering to build or improve a competing product or service, including training or benchmarking competing AI systems using the Offering or Outputs,
(f) publish or disclose performance, benchmark, or security test results without Companys prior written consent,
(g) upload or transmit malicious code, or attempt to probe, scan, or test the vulnerability of the Offering without written authorization,
(h) use the Offering to violate the rights of others, including privacy, confidentiality, or intellectual property rights,
(i) use the Offering for unlawful, harmful, deceptive, or abusive purposes, or
(j) allow access by anyone other than Authorized Users, or exceed plan limits (users, workspaces, clients, volume, or other limits).

5.3 Sensitive Data Restrictions. Unless expressly permitted in a signed Order Form and, where applicable, a signed data protection addendum and/or business associate agreement (as applicable), you will not submit:
(a) protected health information (PHI) subject to HIPAA,
(b) payment card data subject to PCI DSS, or
(c) other highly regulated data requiring specialized contractual commitments,
in each case unless the parties have executed the required additional terms.

6. CUSTOMER DATA, PRIVACY, AND DATA RIGHTS
6.1 Your Data. As between the parties, you own Customer Data. You are responsible for the accuracy, quality, legality, and integrity of Customer Data and for ensuring you have all rights and permissions needed to provide Customer Data to the Service and authorize Company to process it.

6.2 License to Process Customer Data. You grant Company a limited license to host, copy, transmit, process, transform, and display Customer Data solely:
(a) to provide, maintain, secure, and support the Offering,
(b) to prevent or address service, security, or technical issues,
(c) to comply with law and enforce this Agreement, and
(d) as otherwise permitted by your written instructions or the applicable Order Form.

6.3 Aggregated and De-Identified Data. To the maximum extent permitted by law, Company may generate and use aggregated and/or de-identified data derived from use of the Offering for analytics, security, product improvement, and business operations, provided such data does not identify you, your end customers, or any individual.

6.4 Privacy Policy. Companys privacy practices for personal data are described in the Privacy Policy posted on or linked from the Site (the "Privacy Policy"). The Privacy Policy is incorporated by reference. If there is a conflict between this Agreement and the Privacy Policy regarding personal data processing, the Privacy Policy controls for personal data processing topics.

6.5 Data Processing Addendum. If Company processes personal data on your behalf as a processor, the parties may enter into a data processing addendum ("DPA"). If a DPA applies, it controls over this Agreement to the extent of conflict regarding data protection.

6.6 Data Location and Transfers. The Offering may involve processing and storage in the United States and other locations where Company or its subprocessors operate. You authorize such processing, subject to applicable law and any DPA. Where required, Company will use appropriate lawful transfer mechanisms (for example, standard contractual clauses or other recognized safeguards).

7. AI FEATURES AND OUTPUTS
7.1 AI Outputs Are Not Advice. Outputs are provided for informational and workflow assistance purposes only. Company does not provide legal advice, audit opinions, attestation services, certifications, or guarantees of compliance. You are solely responsible for:
(a) reviewing Outputs for accuracy and completeness,
(b) deciding whether and how to implement recommendations,
(c) validating evidence and mappings,
(d) engaging qualified professionals (legal, compliance, audit, security, or otherwise) where appropriate, and
(e) ensuring your organization and/or your end customers meet applicable requirements.

7.2 No Reliance; Human Oversight Required. You agree not to rely on Outputs as the sole basis for decisions that could result in harm, regulatory enforcement, penalties, security incidents, audit outcomes, or business interruption. You must use human judgment and independent verification.

7.3 Output Variability. Outputs may differ from time to time for the same or similar inputs due to model updates, prompt and agent changes, tool integrations, data changes, or system improvements. Company has no obligation to maintain backward compatibility or consistent Output formats.

7.4 Ownership of Outputs. As between the parties:
(a) you own your Customer Data, and
(b) subject to your compliance with this Agreement, Company grants you a license to use Outputs generated for you internally for your business purposes (including providing them to your auditors, counsel, and end customers as applicable).
Outputs are not exclusive. Similar or identical Outputs may be produced for other customers.

7.5 AI Safety and Prohibited Inputs. You will not use the Offering to generate, request, or distribute illegal content, malicious code, or instructions for wrongdoing. You are responsible for ensuring prompts and inputs do not violate law or third-party rights.

8. THIRD-PARTY SERVICES AND INTEGRATIONS
8.1 Third-Party Services. The Offering may interoperate with Third-Party Services at your direction. Company does not control Third-Party Services and is not responsible for their acts or omissions, their availability, their security, or their terms.

8.2 Your Authorization. If you connect a Third-Party Service, you represent you have authority to provide Company with access and that you have obtained all necessary consents. You are responsible for all credentials, tokens, and permissions you provide.

8.3 Third-Party Data. Data obtained from Third-Party Services is Customer Data. Company may process that data solely to provide the Offering, subject to this Agreement and any DPA.

8.4 No Warranty for Integrations. Integrations may change, break, or be discontinued due to third-party actions. Company may modify or discontinue any integration at any time without liability.

9. FEES, TRIALS, TAXES, AND PAYMENT
9.1 Fees. Fees, usage limits, and subscription terms are set forth in the applicable Order Form or plan description. Unless otherwise stated, fees are non-refundable.

9.2 Trials and Betas. If you receive a free trial, pilot, beta, or early access feature:
(a) it is provided "as is" and "as available",
(b) Company may modify or discontinue it at any time, and
(c) to the maximum extent permitted by law, Company has zero liability for trial or beta use.

9.3 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and similar assessments, except taxes based on Companys net income.

9.4 Late Payments. Company may suspend or terminate access for nonpayment, and may charge late fees as permitted by law.

10. CONFIDENTIALITY
10.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood as confidential given the nature of the information. Customer Data is your Confidential Information. The Offering (excluding Customer Data and Outputs to the extent they include Customer Data) is Companys Confidential Information.

10.2 Obligations. Each party will:
(a) use the other partys Confidential Information only to perform under this Agreement,
(b) protect it using reasonable measures, and
(c) not disclose it to third parties except to Authorized Users, affiliates, subcontractors, and professional advisors who have a need to know and are bound by confidentiality obligations.

10.3 Exclusions. Confidential Information does not include information that is:
(a) publicly available through no breach of this Agreement,
(b) independently developed without use of the other partys Confidential Information,
(c) rightfully received from a third party without a duty of confidentiality, or
(d) approved for release in writing.

10.4 Compelled Disclosure. A party may disclose Confidential Information if required by law, provided it gives notice (if permitted) and reasonably cooperates to limit disclosure.

11. INTELLECTUAL PROPERTY
11.1 Company IP. Company retains all rights in the Offering, including all software, models, agent logic, prompts (if applicable), UI/UX, documentation, trademarks, and branding.

11.2 Customer IP. You retain all rights in Customer Data.

11.3 Feedback. If you provide suggestions, ideas, or feedback, you grant Company a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without compensation.

12. SUSPENSION AND TERMINATION
12.1 Term. This Agreement begins when you accept it and continues until terminated (the "Term"). Subscription terms are defined in the applicable Order Form.

12.2 Suspension. Company may suspend access immediately if:
(a) required to protect the security or integrity of the Offering,
(b) you breach this Agreement,
(c) your use creates a material risk to Company, the Offering, or others, or
(d) Company reasonably suspects fraud or unauthorized access.

12.3 Termination by You. You may stop using the Offering at any time. If you have an Order Form, termination rights and fees are governed by that Order Form.

12.4 Termination by Company. Company may terminate this Agreement and/or an Order Form as permitted by the Order Form, or immediately for material breach that is not cured within 10 days after notice (or immediately if the breach is not curable).

12.5 Effect of Termination. Upon termination:
(a) your license ends and you must stop using the Offering,
(b) Company may disable your access,
(c) subject to the Order Form and any DPA, Company will handle Customer Data according to its retention and deletion practices.

13. DISCLAIMER OF WARRANTIES
13.1 As-Is. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OFFERING (INCLUDING ALL AI FEATURES AND OUTPUTS) IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND.

13.2 No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

13.3 No Guarantee of Compliance or Outcomes. Company does not warrant that:
(a) Outputs will be accurate, complete, or accepted by auditors, regulators, customers, or insurers,
(b) use of the Offering will achieve or maintain compliance, certification, audit readiness, or any specific outcome,
(c) the Offering will detect all issues, vulnerabilities, gaps, or risks, or
(d) the Offering will prevent security incidents, data loss, fines, penalties, or business losses.

14. LIMITATION OF LIABILITY
14.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY:
(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,
(b) LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION,
(c) LOSS, CORRUPTION, OR INACCURACY OF DATA, OR
(d) COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES,
IN EACH CASE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE OFFERING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap; Near-Zero Allocation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANYS TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE OFFERING WILL NOT EXCEED THE LESSER OF:
(a) THE FEES PAID BY YOU TO COMPANY FOR THE SERVICE DURING THE 30 DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR
(b) US $100.

If you used the Offering under a free trial, pilot, or beta, Companys total aggregate liability is $0 to the maximum extent permitted by law.

14.3 Basis of Bargain. You acknowledge that the pricing and risk allocation in this Agreement reflect the limitations of liability and disclaimers, and that Company would not provide the Offering without them.

14.4 Non-Excludable Liability. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law (for example, certain liabilities for intentional misconduct or fraud, and in some jurisdictions liability for death or personal injury caused by negligence).

15. INDEMNIFICATION BY YOU
15.1 Your Indemnity. You will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys fees) arising out of or related to:
(a) Customer Data or your use of Customer Data (including Third-Party Service data) in the Offering,
(b) your or your Authorized Users use of the Offering,
(c) your breach of this Agreement,
(d) your violation of law or third-party rights, or
(e) your provision of services to your end customers (if applicable), including any claims brought by your end customers.

16. COMPLIANCE WITH LAWS, EXPORT, AND SANCTIONS
16.1 Legal Compliance. You will comply with all laws and regulations applicable to your use of the Offering, including data protection, cybersecurity, export controls, and sanctions laws.

16.2 Export Controls and Sanctions. You will not use the Offering if you are prohibited under applicable sanctions or export laws, or if providing access would violate such laws.

17. CHANGES TO THE OFFERING AND THIS AGREEMENT
17.1 Service Changes. Company may modify, update, or discontinue the Offering or any feature at any time. Company is not liable for any modification, suspension, or discontinuance.

17.2 Agreement Changes. Company may update this Agreement from time to time. The "Last Updated" date will change when updates are posted.

17.3 Notice and Acceptance. Unless otherwise required by law, updated terms become effective when posted. Your continued use of the Offering after the effective date constitutes acceptance. If you do not agree, you must stop using the Offering.

18. DISPUTE RESOLUTION, GOVERNING LAW, AND VENUE
18.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, USA, excluding conflict-of-law rules, unless your Order Form states otherwise.

18.2 Informal Resolution. Before filing a claim, you agree to contact Company at support@thecomplianceaide.com and attempt to resolve the dispute informally for at least 30 days.

18.3 Arbitration (United States Business Users). If you are a business user located in the United States, any dispute arising out of or related to this Agreement or the Offering will be resolved by binding arbitration on an individual basis, and not in a class, consolidated, or representative action, except that either party may seek injunctive relief for misuse of intellectual property or unauthorized access in a court of competent jurisdiction.

Arbitration will be administered by a recognized arbitration provider (for example, AAA) under its commercial rules. The seat of arbitration will be Wilmington, Delaware, unless the parties agree otherwise.

18.4 Class Action Waiver. To the maximum extent permitted by law, you waive any right to participate in a class action, class arbitration, or other representative proceeding against Company.

18.5 EEA/UK/Switzerland Carve-Out. If mandatory laws in your jurisdiction prohibit arbitration or class action waivers for your specific relationship with Company, then Sections 18.3 and 18.4 do not apply to the extent prohibited, and disputes will be brought in the courts specified in Section 18.6.

18.6 Venue. Except as limited by Section 18.5, exclusive jurisdiction and venue for any court proceeding permitted under this Agreement will be the state or federal courts located in Delaware, USA, and each party consents to personal jurisdiction there.

19. MISCELLANEOUS
19.1 Entire Agreement. This Agreement, together with any Order Form and incorporated policies (including the Privacy Policy and any DPA, if applicable), constitutes the entire agreement regarding the Offering and supersedes prior agreements on the same subject.

19.2 Order of Precedence. If there is a conflict:
(a) a signed Order Form controls over this Agreement for commercial terms,
(b) a DPA controls for data protection terms, and
(c) this Agreement controls over general site pages or documentation, unless expressly stated otherwise.

19.3 Severability. If any provision is unenforceable, it will be enforced to the maximum extent permitted, and the rest remains in effect.

19.4 No Waiver. Failure to enforce any provision is not a waiver.

19.5 Assignment. You may not assign this Agreement without Companys prior written consent. Company may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.

19.6 Force Majeure. Company is not liable for delays or failures caused by events beyond its reasonable control.

19.7 Survival. Sections that by their nature should survive termination will survive, including Sections 5, 6, 7, 10, 11, 13, 14, 15, 18, and 19.

20. CONTACT
Support: support@thecomplianceaide.com
Privacy (general inquiries): info@thecomplianceaide.com
Security vulnerability reporting: security@complianceaide.com

If Company provides a specific address or additional contact channels on the Site, those may also be used.

Contact ComplianceAide for signed order forms, DPA requests, or procurement questions.