Version 2.0 — Effective: March 6, 2026
Please read these terms carefully before using the GridBoost Platform.
Version 2.0.0 | Effective Date: March 6, 2026
These Terms of Service ("Terms") govern the use of the GridBoost cloud service platform. By accepting these Terms, executing an Order that references these Terms, or accessing or using the Cloud Service, Customer agrees to be bound by these Terms.
Based on the Common Paper Cloud Service Agreement v2.1, adapted for GridBoost's energy-sector AI platform. Licensed under CC BY 4.0.
"Agreement" means these Terms, together with all Orders, the Data Processing Agreement ("DPA"), the Acceptable Use Policy ("AUP"), and all documents incorporated by reference, which collectively form the binding agreement between Provider and Customer.
"Cloud Service" means the GridBoost AI-powered cloud platform for grid interconnection analysis, deficiency reduction, and application processing, including all features, functionality, APIs, web interfaces, command-line interface (CLI) tools, MCP servers, and related technology made available by Provider to Customer under an Order.
"Customer" means the entity identified in an Order, or the entity on whose behalf an individual accepts these Terms, that accesses or uses the Cloud Service.
"Customer Data" means any data, content, documents, files, interconnection applications, site control documents, engineering studies, or other materials that Customer or its Users upload to, submit through, store in, or transmit via the Cloud Service. Customer Data includes AI inputs provided by Customer but does not include Usage Data.
"Documentation" means the user guides, technical documentation, API references, help articles, and other instructional materials made available by Provider at gridboost.io/docs or through the Cloud Service, as updated from time to time.
"Effective Date" means the date on which Customer first accepts these Terms, executes an Order, or accesses or uses the Cloud Service, whichever occurs first.
"Fees" means the amounts payable by Customer to Provider for the Cloud Service and any Professional Services, as set forth in an Order.
"Order" means an ordering document, online subscription page, or statement of work executed by both parties or accepted by Customer online that references these Terms and specifies the Cloud Service, subscription term, usage limits, Fees, and other commercial terms.
"Professional Services" means implementation, configuration, training, consulting, or other professional services provided by Provider to Customer as specified in an Order or statement of work.
"Provider" means GridBoost, Inc., a Delaware corporation, with contact at contact@gridboost.io.
"Representatives" means a party's employees, officers, directors, contractors, agents, and advisors who have a need to access Confidential Information in connection with this Agreement.
"Usage Data" means data generated by or collected through the Cloud Service relating to Customer's use of the Cloud Service, including system logs, performance metrics, aggregate usage statistics, error reports, and telemetry data. Usage Data is anonymized and aggregated such that it does not identify Customer, any User, or any specific Customer Data.
"User" means any individual authorized by Customer to access or use the Cloud Service under Customer's account, including Customer's employees, contractors, consultants, and agents.
This Agreement is formed when Customer: (a) clicks "I Accept," "Agree," or a similar button presented with these Terms; (b) executes an Order that references these Terms; or (c) accesses or uses the Cloud Service. If an individual accepts these Terms on behalf of an entity, that individual represents and warrants that they have the authority to bind that entity to this Agreement.
In the event of a conflict between the documents forming this Agreement, the following order of precedence applies (highest to lowest): (1) the applicable Order or DPA; (2) these Terms; (3) the AUP; (4) the Documentation. Specific terms in an Order override general terms in these Terms only to the extent of the conflict and only for the transaction governed by that Order.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written, relating to such subject matter. No terms or conditions included in Customer's purchase order, vendor onboarding form, or similar document will be incorporated into or form any part of this Agreement, and any such terms are expressly rejected.
Provider may update these Terms from time to time. Provider will provide at least thirty (30) days' notice of material changes by email to the address associated with Customer's account or by posting a notice within the Cloud Service. Continued use of the Cloud Service after the effective date of updated Terms constitutes acceptance of the updated Terms. If Customer does not agree to updated Terms, Customer may terminate this Agreement in accordance with Section 14. Amendments to an Order require written agreement signed by authorized representatives of both parties.
Subject to the terms of this Agreement and payment of applicable Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Cloud Service during the applicable subscription term, solely for Customer's internal business purposes and in accordance with the Documentation, the AUP, and any usage limits specified in the applicable Order.
Customer's use of the Cloud Service is subject to the usage limits specified in the applicable Order, including limits on the number of Users, API calls, document uploads, storage capacity, and AI processing volume. If Customer exceeds the usage limits, Provider may charge Customer for excess usage at the rates specified in the Order or, if no rates are specified, at Provider's then-current list prices. Provider will use commercially reasonable efforts to notify Customer before charging for excess usage.
Customer is responsible for managing User accounts, including provisioning and de-provisioning Users, assigning appropriate roles and permissions, and maintaining the security of User credentials. Customer shall ensure that each User account is used only by the individual to whom it is assigned. Customer shall promptly disable or remove access for any User who no longer requires access to the Cloud Service or who is no longer authorized by Customer.
Customer may access the Cloud Service through the web interface, API, CLI tools, MCP server integrations, or other access methods made available by Provider. All access methods are subject to the same terms, usage limits, and restrictions. Provider may require authentication credentials, API keys, or other security measures for each access method.
Customer shall provide Provider with reasonable cooperation and information necessary for Provider to perform its obligations under this Agreement, including timely responses to reasonable requests for information, access to Customer's systems or personnel as reasonably necessary for Professional Services, and compliance with any technical requirements specified in the Documentation.
Customer is responsible for all acts and omissions of its Users in connection with the Cloud Service, including compliance with this Agreement, the AUP, and applicable laws. Any breach of this Agreement by a User shall be deemed a breach by Customer.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Provider.
Customer grants Provider a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, modify, and process Customer Data solely as necessary to provide the Cloud Service and Professional Services to Customer, to comply with applicable law, and to enforce this Agreement. This license terminates upon deletion of Customer Data in accordance with Section 4.6.
Provider shall implement and maintain commercially reasonable administrative, technical, and physical security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. These measures include, without limitation:
(a) Encryption of Customer Data at rest using AES-256 or equivalent encryption standards;
(b) Encryption of Customer Data in transit using TLS 1.2 or higher;
(c) Row-Level Security (RLS) policies enforcing data isolation between Customer organizations;
(d) SOC 2 Type II controls (or equivalent) for access management, change management, and incident response;
(e) Regular security assessments and vulnerability testing;
(f) Access controls limiting Provider personnel access to Customer Data on a need-to-know basis; and
(g) Audit logging of access to Customer Data.
Provider will not access, use, or process Customer Data except: (a) as necessary to provide, maintain, or improve the Cloud Service; (b) to provide support at Customer's request; (c) with Customer's prior consent; (d) as required by applicable law, regulation, or legal process; or (e) as necessary to investigate security incidents or enforce this Agreement.
During the subscription term and for a period of sixty (60) days following termination or expiration of this Agreement (the "Export Period"), Provider shall make Customer Data available for export in a commonly used, machine-readable format through the Cloud Service's export functionality or API. Provider shall provide reasonable assistance to Customer in exporting Customer Data upon request.
Following the expiration of the Export Period, Provider shall delete all Customer Data from Provider's systems within ninety (90) days, except to the extent that retention is required by applicable law or regulation. Provider shall provide written confirmation of deletion upon Customer's request. Deletion shall include removal from active systems and, within a commercially reasonable timeframe, from backup systems.
Customer owns all outputs, analyses, reports, recommendations, deficiency assessments, compliance evaluations, and other results generated by the AI features of the Cloud Service using Customer Data ("AI Outputs"). Provider retains no ownership rights in Customer's AI Outputs. Customer may use, reproduce, modify, distribute, and create derivative works from AI Outputs without restriction by Provider.
AI Outputs are generated by artificial intelligence models and are provided for informational and advisory purposes only. AI Outputs do not constitute, and shall not be construed as: (a) professional engineering advice or certification; (b) legal advice or legal opinions; (c) official utility determinations or interconnection approvals; (d) representations of compliance with any particular standard, regulation, or requirement; or (e) guarantees that any interconnection application will be approved. AI Outputs may contain errors, omissions, inaccuracies, or hallucinated content. Customer acknowledges that AI models are probabilistic systems and that outputs may vary between runs even with identical inputs. Provider does not warrant the accuracy, completeness, reliability, or fitness of AI Outputs for any particular purpose.
Provider will NOT use Customer Data to train, fine-tune, improve, or develop AI models, machine learning systems, or any derivative models. Customer Data is processed exclusively for the purpose of generating AI Outputs in real-time or near-real-time in response to Customer's requests. This prohibition extends to Provider's third-party AI model providers; Provider shall ensure through contractual obligations that third-party AI providers do not use Customer Data for model training. Provider may use anonymized, aggregated Usage Data (which does not contain Customer Data) to improve the Cloud Service.
Customer acknowledges that AI Outputs are generated by models that serve multiple customers. AI Outputs generated for Customer may be similar or identical to outputs generated for other customers who provide similar inputs. Nothing in this Agreement grants Customer exclusive rights to any particular AI Output format, methodology, analytical approach, or recommendation that is not derived from Customer Data.
Customer shall ensure that all AI Outputs are reviewed by a qualified professional with relevant domain expertise before being used in or relied upon for: (a) regulatory filings or submissions; (b) interconnection applications or responses to deficiency notices; (c) engineering design decisions or specifications; (d) legal proceedings or compliance certifications; (e) construction, installation, or commissioning activities; or (f) any decision that could affect safety, regulatory compliance, or the integrity of the electrical grid. Customer assumes all risk and liability for use of AI Outputs without adequate professional review.
Provider may update, replace, or modify the AI models used by the Cloud Service to improve performance, accuracy, security, or functionality. For material changes to AI models that are reasonably expected to affect the format, methodology, or character of AI Outputs, Provider shall provide at least thirty (30) days' prior notice to Customer. Emergency security patches, vulnerability remediation, and updates required by Provider's AI model suppliers may be applied without prior notice. Provider shall document material model changes in the Documentation or release notes.
To the extent that Customer Data includes or constitutes Critical Energy Infrastructure Information as defined under the Federal Energy Regulatory Commission's regulations at 18 CFR 388.113, Provider shall handle such CEII data in accordance with the following enhanced protections:
(a) CEII data shall be stored and processed in access-controlled environments with enhanced audit logging;
(b) Access to CEII data shall be limited to Provider personnel who have been authorized by a designated CEII Coordinator and who have a demonstrated need to access such data for the purpose of providing the Cloud Service;
(c) CEII data shall be labeled and tracked separately within Provider's systems;
(d) Provider shall maintain records of all access to CEII data and shall make such records available to Customer upon reasonable request;
(e) Provider shall promptly notify Customer of any unauthorized access to or disclosure of CEII data; and
(f) Upon termination or expiration of this Agreement, CEII data shall be deleted in accordance with Section 4.6, and Provider shall certify deletion in writing.
Customer is responsible for identifying and designating CEII data upon upload to the Cloud Service.
To the extent that Customer is subject to the North American Electric Reliability Corporation Critical Infrastructure Protection ("NERC CIP") standards and the Cloud Service processes data relevant to Customer's CIP compliance obligations, Provider shall:
(a) Cooperate with Customer's reasonable requests related to Customer's NERC CIP compliance assessments and audits;
(b) Provide information about Provider's security controls, access management, and data handling practices as reasonably necessary for Customer's CIP compliance documentation;
(c) Notify Customer promptly of any security incident that may affect Customer's CIP-relevant data; and
(d) Support Customer in meeting its obligations under applicable CIP standards, including CIP-004 (Personnel & Training), CIP-007 (System Security Management), and CIP-011 (Information Protection), to the extent Provider's systems are within scope.
Provider does not represent or warrant that use of the Cloud Service, standing alone, satisfies Customer's NERC CIP compliance obligations.
The development of the Cloud Service has been partially funded by the U.S. Department of Energy ("DOE") under federal award agreements. As a result:
(a) The U.S. Government retains certain rights in intellectual property developed under DOE funding, as specified in 2 CFR 200 and the applicable funding agreements;
(b) Provider may be subject to reporting, data sharing, or other obligations under the terms of its federal funding; and
(c) Notwithstanding the foregoing, this Section 6.3 does not affect Customer's ownership of Customer Data, Customer's rights in AI Outputs, or Provider's confidentiality obligations to Customer under this Agreement.
Provider shall not disclose Customer Data to the DOE or any government agency except as required by applicable law or regulation, and Provider shall notify Customer of any such required disclosure to the extent permitted by law.
Customer shall not use the Cloud Service in violation of U.S. export control laws and regulations, including the Export Administration Regulations (EAR, 15 CFR 730-774) and the International Traffic in Arms Regulations (ITAR, 22 CFR 120-130). Customer represents and warrants that: (a) Customer is not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. sanctions; (b) Customer is not identified on any U.S. Government restricted party list; and (c) Customer will not provide access to the Cloud Service to any person or entity in violation of applicable export control or sanctions laws.
Customer's use of the Cloud Service is subject to Provider's Acceptable Use Policy ("AUP"), available at gridboost.io/legal/aup, which is incorporated into this Agreement by reference. Provider may update the AUP from time to time; material changes will be communicated with at least fifteen (15) days' notice.
If Provider determines that Customer or any User has violated the AUP, Provider may suspend Customer's access to the Cloud Service in accordance with Section 15 and may require Customer to take corrective action. Repeated or material AUP violations may constitute grounds for termination for cause under Section 14.4.
Customer is responsible for ensuring that all Users comply with the AUP. Customer shall promptly investigate and address any AUP violation by a User upon notice from Provider and shall cooperate with Provider in any investigation of alleged AUP violations.
"Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information includes, without limitation:
(a) Customer Data;
(b) The terms and pricing of any Order;
(c) Provider's security architecture, infrastructure, and technical measures;
(d) Business plans, financial information, customer lists, and strategic plans;
(e) Trade secrets, algorithms, source code, and proprietary methodologies;
(f) Information relating to interconnection applications, grid infrastructure, and utility operations; and
(g) CEII data, which is subject to enhanced protections under Section 6.1.
The Receiving Party shall: (a) use Confidential Information only for the purposes contemplated by this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (c) limit disclosure of Confidential Information to its Representatives who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein; and (d) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted by this Agreement.
The obligations of confidentiality set forth in this Section 8 do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party, without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or governmental authority, provided that the Receiving Party shall: (a) provide the Disclosing Party with prompt notice of such requirement to the extent permitted by law; (b) cooperate with the Disclosing Party's reasonable efforts to obtain a protective order or other appropriate remedy; and (c) disclose only the minimum amount of Confidential Information necessary to satisfy the requirement.
The obligations of confidentiality set forth in this Section 8 shall survive termination or expiration of this Agreement for a period of three (3) years, except that: (a) obligations regarding trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law; and (b) obligations regarding CEII data shall survive indefinitely, or for such longer period as required by FERC regulations at 18 CFR 388.113.
Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, except as required for Provider to complete data deletion under Section 4.6 or as required by applicable law. The Receiving Party shall certify destruction in writing upon request.
As between the parties, Provider retains all right, title, and interest in and to the Cloud Service, including all software, algorithms, models, interfaces, APIs, Documentation, architecture, trade secrets, and other technology and intellectual property embodied in or used to provide the Cloud Service, including all modifications, improvements, derivative works, and enhancements thereto, whether or not developed in connection with this Agreement. No rights are granted to Customer except as expressly set forth in this Agreement.
As between the parties, Customer retains all right, title, and interest in and to Customer Data, Customer's pre-existing intellectual property, Customer's configurations and customizations of the Cloud Service, and AI Outputs as set forth in Section 5.1.
If Customer provides Provider with feedback, suggestions, enhancement requests, recommendations, or other input regarding the Cloud Service ("Feedback"), Customer grants Provider a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, including to improve the Cloud Service and develop new products and services. For the avoidance of doubt, this license applies only to Feedback and does not apply to Customer Data, Customer's Confidential Information, or AI Outputs.
Provider may collect, use, and analyze Usage Data for purposes of operating, improving, and optimizing the Cloud Service, generating aggregate benchmarks and industry analytics, and developing new features and products. Usage Data does not include Customer Data and is anonymized and aggregated such that it cannot identify Customer or any User.
Customer shall pay all Fees specified in the applicable Order. Unless otherwise stated in the Order, all Fees are quoted in U.S. dollars and are non-refundable except as expressly set forth in this Agreement.
Unless otherwise specified in the applicable Order, all invoices are due and payable within thirty (30) days of the invoice date ("Net-30"). Provider shall issue invoices in accordance with the billing frequency specified in the Order.
Any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the date such amount was due until the date of actual payment. Customer shall also be responsible for all reasonable costs of collection, including attorneys' fees, incurred by Provider in collecting past-due amounts.
All Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding, and other taxes, duties, and levies imposed by any governmental authority in connection with this Agreement, excluding taxes based on Provider's net income, property, or payroll. If Customer is required by law to withhold taxes from payments to Provider, Customer shall pay Provider such additional amounts as are necessary to ensure that Provider receives the full amount of Fees specified in the Order after deduction of all withholding taxes.
Provider may change the Fees applicable to Customer's subscription upon renewal by providing written notice at least thirty (30) days prior to the start of the renewal term. If Customer does not agree to the revised Fees, Customer may terminate this Agreement by providing written notice before the renewal date in accordance with Section 14.3.
If Customer disputes any invoice or charge in good faith, Customer shall provide written notice to Provider within fifteen (15) days of the invoice date, specifying the disputed amount and the basis for the dispute. The parties shall use good faith efforts to resolve the dispute within thirty (30) days. Customer shall pay all undisputed amounts in accordance with Section 10.2 during the pendency of any dispute. Provider shall not exercise its rights under Section 15 for non-payment of amounts that are the subject of a good faith dispute.
Provider warrants that:
(a) Conformance: The Cloud Service will materially conform to the Documentation during the subscription term. If the Cloud Service fails to conform to this warranty, Customer's sole and exclusive remedy is for Provider to use commercially reasonable efforts to correct the non-conformance or, if correction is not commercially feasible, to terminate the affected Order and refund any prepaid Fees for the unused portion of the subscription term;
(b) Security: Provider will implement and maintain commercially reasonable security measures to protect Customer Data as described in Section 4.3; and
(c) Compliance: Provider will comply with all laws and regulations applicable to Provider's provision of the Cloud Service.
Customer warrants that:
(a) Customer has the legal authority to enter into this Agreement and to grant the rights and licenses granted herein;
(b) Customer's use of the Cloud Service and Customer Data will not violate any applicable law, regulation, or third-party right; and
(c) Customer will comply with the human review requirements set forth in Section 5.5.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE CLOUD SERVICE AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT. WITHOUT LIMITING THE FOREGOING:
(a) PROVIDER DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, OR FIT FOR ANY PARTICULAR PURPOSE;
(b) PROVIDER DOES NOT WARRANT THAT AI OUTPUTS WILL MEET THE REQUIREMENTS OF ANY PARTICULAR UTILITY, REGULATORY BODY, OR INTERCONNECTION AUTHORITY;
(c) PROVIDER DOES NOT WARRANT THAT THE CLOUD SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
(d) PROVIDER DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE CLOUD SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROVIDER OR THROUGH THE CLOUD SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
EXCEPT AS SET FORTH IN SECTIONS 12.2 AND 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").
FOR CLAIMS ARISING FROM: (A) A PARTY'S BREACH OF ITS OBLIGATIONS UNDER SECTION 4 (CUSTOMER DATA) OR SECTION 8 (CONFIDENTIALITY), INCLUDING DATA BREACHES RESULTING FROM A PARTY'S FAILURE TO MAINTAIN REQUIRED SECURITY MEASURES; OR (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THREE TIMES (3X) THE GENERAL CAP (THE "ENHANCED CAP").
THE LIMITATIONS SET FORTH IN SECTIONS 12.1 AND 12.2 SHALL NOT APPLY TO: (A) LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR FRAUD; (B) LIABILITY FOR DEATH OR BODILY INJURY CAUSED BY A PARTY'S NEGLIGENCE; (C) CUSTOMER'S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT; OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
EXCEPT FOR LIABILITY DESCRIBED IN SECTION 12.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).
NOTWITHSTANDING SECTION 12.1, DURING ANY TRIAL PERIOD, FREE TIER, OR PROMOTIONAL PERIOD IN WHICH CUSTOMER HAS NOT PAID FEES, THE GENERAL CAP SHALL BE NO LESS THAN FIFTY THOUSAND U.S. DOLLARS ($50,000).
THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 12 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE CLOUD SERVICE FEES REFLECT THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SET FORTH HEREIN.
Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, action, suit, or proceeding alleging that Customer's authorized use of the Cloud Service infringes or misappropriates a third party's intellectual property rights (an "IP Claim"), and Provider shall pay all damages finally awarded against Customer (or amounts agreed in settlement) with respect to such IP Claim. If the Cloud Service becomes, or in Provider's reasonable opinion is likely to become, the subject of an IP Claim, Provider may, at its option and expense: (a) procure the right for Customer to continue using the Cloud Service; (b) modify the Cloud Service to make it non-infringing without materially reducing its functionality; or (c) if neither (a) nor (b) is commercially feasible, terminate the affected Order and refund any prepaid Fees for the unused portion of the subscription term. Provider's obligations under this Section 13.1 shall not apply to the extent that the IP Claim arises from: (i) Customer Data; (ii) modifications to the Cloud Service not made or authorized by Provider; (iii) use of the Cloud Service in combination with products, services, or technology not provided by Provider, where the infringement would not have occurred absent such combination; or (iv) use of the Cloud Service in violation of this Agreement.
Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claim, action, suit, or proceeding arising from or relating to: (a) Customer's or its Users' use of AI Outputs, including claims arising from reliance on AI Outputs without adequate professional review; (b) Customer Data, including claims that Customer Data infringes or misappropriates a third party's intellectual property rights or violates applicable law; or (c) Customer's or its Users' violation of the AUP. Customer shall pay all damages finally awarded against Provider (or amounts agreed in settlement) with respect to such claims.
The indemnification obligations set forth in this Section 13 are subject to the following conditions: (a) the indemnified party shall provide the indemnifying party with prompt written notice of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by the delay); (b) the indemnifying party shall have sole control of the defense and settlement of the claim (provided that the indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits liability on behalf of the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) the indemnified party shall provide reasonable cooperation to the indemnifying party in the defense of the claim, at the indemnifying party's expense.
THIS SECTION 13 STATES THE INDEMNIFYING PARTY'S SOLE AND EXCLUSIVE LIABILITY, AND THE INDEMNIFIED PARTY'S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO THE CLAIMS DESCRIBED HEREIN.
This Agreement commences on the Effective Date and continues until all Orders have expired or been terminated. Each Order shall specify an initial subscription term. If no term is specified in an Order, the initial subscription term shall be twelve (12) months from the date the Order is executed or accepted.
Unless otherwise specified in an Order, each subscription term shall automatically renew for successive periods equal to the initial subscription term (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement or any Order by providing written notice of non-renewal at least thirty (30) days prior to the end of the then-current subscription term. Termination for convenience shall take effect at the end of the then-current subscription term. No refund of prepaid Fees shall be due for termination for convenience.
Either party may terminate this Agreement or any Order immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; or (b) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy, receivership, or insolvency proceeding, makes an assignment for the benefit of creditors, or ceases to operate in the ordinary course of business.
Provider may terminate this Agreement or suspend access to the Cloud Service immediately without a cure period if: (a) Customer commits a material breach of Section 6.4 (Export Controls) or the AUP that poses a security threat to Provider, other customers, or third parties; (b) Provider determines that continued provision of the Cloud Service to Customer would violate applicable law; or (c) Customer fails to pay Fees and does not cure such failure within fifteen (15) days of notice.
Upon termination or expiration of this Agreement: (a) all rights and licenses granted to Customer under this Agreement shall immediately terminate; (b) Customer shall cease all use of the Cloud Service; (c) Customer shall pay all Fees accrued prior to termination; (d) Provider shall make Customer Data available for export during the Export Period as set forth in Section 4.5; and (e) each party shall return or destroy the other party's Confidential Information as set forth in Section 8.6.
The following Sections shall survive termination or expiration of this Agreement: Section 1 (Definitions), Section 4.5 (Data Portability), Section 4.6 (Data Deletion), Section 5.1 (AI Output Ownership), Section 5.2 (AI Accuracy Disclaimer), Section 8 (Confidentiality), Section 9 (Intellectual Property), Section 10 (Fees and Payment, with respect to accrued obligations), Section 11.3 (Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14.6 (Effect of Termination), Section 14.7 (Survival), and Section 18 (General Terms).
Provider may suspend Customer's or any User's access to the Cloud Service, in whole or in part, if:
(a) Customer or any User violates the AUP and does not cure the violation promptly after notice;
(b) Provider reasonably determines that Customer's or a User's use of the Cloud Service poses a security threat to the Cloud Service, Provider's infrastructure, or other customers;
(c) Customer fails to pay undisputed Fees within fifteen (15) days after written notice of non-payment;
(d) Provider is required to do so by applicable law, regulation, court order, or governmental authority; or
(e) Provider reasonably determines that suspension is necessary to prevent imminent harm.
Provider shall provide Customer with reasonable advance notice before suspending access, unless Provider determines in good faith that immediate suspension is necessary to prevent harm, comply with law, or address an active security threat. In the case of immediate suspension, Provider shall notify Customer as soon as commercially feasible after the suspension takes effect, including the reason for the suspension and the steps Customer must take to restore access.
Provider shall promptly restore Customer's access to the Cloud Service after the issue giving rise to the suspension has been resolved to Provider's reasonable satisfaction. Provider shall not be liable for any damages, losses, or costs arising from a suspension exercised in good faith under this Section 15.
Provider shall use commercially reasonable efforts to limit the scope and duration of any suspension to the minimum extent necessary to address the issue giving rise to the suspension, and shall, to the extent feasible, suspend only the affected Users or features rather than Customer's entire access to the Cloud Service.
Provider's collection, use, and disclosure of personal information in connection with the Cloud Service is governed by Provider's Privacy Policy, available at gridboost.io/privacy, which is incorporated into this Agreement by reference.
To the extent that Customer Data includes personal data (as defined by applicable data protection laws), Provider shall process such personal data in accordance with the Data Processing Agreement ("DPA") available at gridboost.io/legal/dpa, which is incorporated into this Agreement by reference. In the event of a conflict between the DPA and these Terms with respect to the processing of personal data, the DPA shall control.
With respect to personal data contained in Customer Data, Customer is the controller (or equivalent designation under applicable law) and Provider is the processor (or equivalent designation under applicable law). Provider shall process personal data only on Customer's documented instructions and in accordance with the DPA.
Provider may engage sub-processors to assist in providing the Cloud Service. Provider shall maintain a current list of sub-processors at gridboost.io/legal/sub-processors. Provider shall notify Customer at least thirty (30) days prior to engaging a new sub-processor. If Customer objects to a new sub-processor on reasonable grounds related to data protection, the parties shall discuss the objection in good faith. If the parties are unable to resolve the objection, Customer may terminate the affected Order upon written notice and receive a refund of any prepaid Fees for the unused portion of the subscription term.
Provider may offer Customer access to the Cloud Service on a trial, evaluation, or free-tier basis ("Trial"). Unless otherwise agreed in writing, a Trial shall not exceed thirty (30) days. At the end of the Trial, Customer's access to the Cloud Service will terminate unless Customer executes an Order for a paid subscription.
Provider may offer access to features, modules, or functionality that are designated as "beta," "preview," "early access," or similar designations ("Beta Features"). Beta Features are provided for evaluation purposes and may be incomplete, contain bugs, or undergo significant changes.
TRIALS AND BETA FEATURES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, SERVICE LEVEL COMMITMENT, OR SUPPORT OBLIGATION. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AVAILABILITY, RELIABILITY, FUNCTIONALITY, OR PERFORMANCE OF TRIALS OR BETA FEATURES. Provider may modify, suspend, or discontinue any Trial or Beta Feature at any time without notice or liability. Provider's standard service level agreements, if any, do not apply to Trials or Beta Features.
Customer acknowledges that a primary purpose of Beta Features is to obtain feedback. Feedback provided by Customer regarding Beta Features is subject to Section 9.3. Provider may use such feedback to improve the Cloud Service and develop generally available features, without obligation to Customer.
Provider may require Customer to agree to separate or additional terms as a condition of accessing specific Beta Features. In the event of a conflict between such separate terms and these Terms, the separate terms shall control with respect to the applicable Beta Feature.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation between senior representatives of the parties within thirty (30) days of written notice of the dispute. If the dispute is not resolved through negotiation, either party may bring an action in the federal or state courts located in the State of Delaware, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts for the purpose of any such action. Nothing in this Section 18.2 shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by events beyond the party's reasonable control, including natural disasters, acts of God, pandemic, epidemic, war, terrorism, riots, civil unrest, government actions, embargoes, sanctions, labor disputes, power failures, internet or telecommunications failures, cyberattacks on infrastructure not under the party's control, or failures of third-party service providers ("Force Majeure Event"). The affected party shall provide prompt notice of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order upon written notice.
Customer may not assign or transfer this Agreement, or any rights or obligations hereunder, without Provider's prior written consent, which shall not be unreasonably withheld. Provider may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Provider's assets without Customer's consent, provided that the assignee agrees to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section 18.4 shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
All notices required or permitted under this Agreement shall be in writing and shall be sent to the email address associated with the party's account or, for Provider, to contact@gridboost.io. Notices are deemed received: (a) if sent by email, upon confirmed delivery (excluding auto-replies); or (b) if sent by nationally recognized overnight courier, one (1) business day after deposit with the courier. Either party may change its notice address by providing written notice to the other party.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of any other provision of this Agreement.
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party. A waiver of any right or provision on one occasion shall not be deemed a waiver of such right or provision on any other occasion.
The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party.
This Agreement is entered into solely for the benefit of the parties and their permitted successors and assigns. Nothing in this Agreement is intended to or shall confer any rights, benefits, or remedies on any third party.
This Agreement, including any Order, may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.
For questions about these Terms of Service, please contact:
GridBoost, Inc. Email: contact@gridboost.io Web: https://www.gridboost.io
Copyright 2026 GridBoost, Inc. All rights reserved.
Based on the Common Paper Cloud Service Agreement v2.1 (CC BY 4.0).