Terms of Service / Master Services Agreement

Pure Grace AI, LLC — AI Privacy Center

Effective Date: July 1, 2026 · Version: 1.0

These Terms are available at https://puregraceai.com/legal/tos

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1. Acceptance of Terms

These Terms of Service, together with any applicable Order Form, Plan Terms, incorporated policies, addenda, and documents referenced in these Terms, form a binding agreement between Pure Grace AI, LLC and Customer.

By creating an account, clicking “I agree,” purchasing a subscription, accessing the Services, using the Services, authorizing an integration, enabling a CMS Write, or otherwise using the Services, Customer agrees to these Terms.

If Customer uses the Services on behalf of a company, organization, nonprofit, church, agency, professional practice, or other legal entity, the individual accepting these Terms represents and warrants that they have authority to bind that entity, and “Customer” refers to that entity.

If Customer does not agree to these Terms, Customer must not access or use the Services.

2. Definitions

“Account” means the account, workspace, organization, login, user profile, subscription, or administrative profile used to access the Services.

“Agreement” means these Terms, any Order Form, Plan Terms, policies, addenda, or other documents incorporated by reference.

“Automatic Renewal” means a plan, subscription, arrangement, continuous service, or purchasing agreement that renews automatically, continues until canceled, converts from free to paid, or results in recurring charges unless Customer takes affirmative action to cancel.

“Company” means Pure Grace AI, LLC, a California limited liability company, and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers.

“Company IP” means the Services, software, platform, source code, object code, models, templates, workflows, designs, user interface, documentation, know-how, business methods, product names, trademarks, service marks, logos, and all intellectual property rights owned by or licensed to Company, excluding Customer Content and Customer Data.

“Customer” means the business or organization — including a company, agency, nonprofit, church, professional practice, or other website operator — that accesses, purchases, subscribes to, registers for, or uses the Services, or an individual acting on behalf of such a business or organization. “Customer” does not include a person who acquires or uses the Services primarily for personal, family, or household purposes (see §3).

“Customer Content” means any content, text, images, media, code, scripts, files, disclosures, notices, data, instructions, configurations, or other materials submitted, uploaded, approved, provided, published, or made available by or on behalf of Customer.

“Customer Data” means data, information, records, form submissions, user information, visitor information, website information, analytics information, configuration data, and other data submitted to, processed through, or made available to the Services by or on behalf of Customer.

“Customer Property” means Customer’s website, CMS, hosting environment, repository, domain, database, plugins, themes, templates, scripts, configurations, privacy notices, consent mechanisms, digital properties, and related systems.

“CMS Write” means any action by Company, the Services, or Company’s systems that publishes, pushes, modifies, edits, inserts, removes, replaces, configures, or otherwise writes content, code, tags, scripts, settings, banners, notices, links, disclosures, pages, plugins, themes, templates, consent mechanisms, or other materials to Customer Property.

“Order Form” means an ordering document, online checkout page, subscription page, quote, invoice, statement of work, or other ordering record that identifies the plan, fees, billing cycle, usage limits, subscription term, or other commercial terms.

“Plan Terms” means the pricing, feature, usage, seat, account, support, storage, integration, or plan-specific terms made available by Company.

“Services” means Company’s software-as-a-service platform, applications, hosted services, tools, templates, workflows, automation, integrations, recommendations, documentation, and related services.

“User” means any individual who accesses or uses the Services through Customer’s Account or under Customer’s authorization.

3. Scope; Business Eligibility; Business Use Only

The Services are offered solely to businesses and organizations — including companies, agencies, nonprofits, religious organizations, professional practices, and other website operators — for business, organizational, commercial, professional, or nonprofit purposes. The Services are not offered to, or intended for, consumers acquiring or using them primarily for personal, family, or household purposes.

By registering for, purchasing, or using the Services, Customer represents and warrants that Customer is acquiring and using the Services on behalf of a business or organization and for business or organizational purposes, and not for personal, family, or household purposes, and that the individual accepting these Terms is authorized to bind that business or organization.

Customer is responsible for accurately identifying the nature of Customer’s use of the Services and for complying with all laws applicable to Customer’s use case, website, data practices, privacy practices, marketing practices, advertising practices, subscription practices, and digital properties.

Company reserves the right to decline, suspend, or terminate any Account that Company reasonably determines is used primarily for personal, family, or household purposes, in accordance with the “Suspension” and “Term and Termination” sections.

This Section is intended to define eligibility for the Services and Customer’s business-use representation. It is not intended to waive, limit, disclaim, or restrict any non-waivable right or remedy that a person may have under applicable law if that person is determined to be a consumer notwithstanding the business-only eligibility requirement.

4. Account Registration and Security

Customer must provide accurate, current, and complete Account information and must keep that information updated.

Customer is responsible for maintaining the confidentiality of Account credentials, passwords, API keys, CMS credentials, access tokens, authentication methods, and administrative permissions.

Customer is responsible for all activity that occurs under Customer’s Account, including activity by Users, administrators, contractors, employees, agents, and any person or system using Customer’s credentials or authorization.

Customer must promptly notify Company of any unauthorized access to or use of Customer’s Account, credentials, integrations, CMS access, or Customer Property.

Company is not responsible for losses arising from Customer’s failure to maintain secure credentials, revoke access, configure permissions, maintain backups, or monitor Account activity, except to the extent such liability may not be limited under applicable law.

5. User Administration

Customer is responsible for determining which Users may access the Services and what permissions each User receives.

Customer is responsible for all acts and omissions of its Users and for ensuring that its Users comply with this Agreement.

Company may rely on instructions, approvals, configurations, and authorizations submitted through Customer’s Account or by Users with apparent authority.

If Customer removes a User or administrator, Customer is responsible for ensuring that the User’s access is actually revoked from the Services, Customer Property, CMS systems, and connected third-party services.

6. Subscription Plans, Fees, Payment, and Taxes

Customer agrees to pay all fees stated in the applicable Order Form, Plan Terms, checkout page, invoice, or subscription page.

Fees are due according to the billing schedule stated in the applicable Order Form, Plan Terms, invoice, or checkout page.

Unless otherwise stated in writing, fees are non-refundable except as required by applicable law or expressly stated in this Agreement.

Company may use a third-party payment processor. Customer authorizes Company and its payment processor to charge Customer’s payment method for applicable fees, taxes, renewals, upgrades, usage charges, overages, and other amounts due.

Customer is responsible for maintaining accurate billing information and a valid payment method.

If payment fails, is declined, is reversed, or becomes overdue, Company may suspend or limit access to the Services after providing any notice required by applicable law or the applicable Order Form.

Customer is responsible for all taxes, duties, levies, assessments, and governmental charges associated with Customer’s purchase or use of the Services, excluding taxes based on Company’s net income. If Company is required to collect or remit taxes, Company may charge Customer for those taxes.

7. Subscription Changes, Cancellations, and Refunds

Customer may upgrade, downgrade, or cancel a subscription as permitted by the applicable Plan Terms, Order Form, checkout page, or Account settings.

A downgrade may result in loss of access to features, data, integrations, usage limits, seats, automations, support levels, or functionality.

Cancellation stops future renewals but does not automatically entitle Customer to a refund for prior fees, current billing-period fees, setup fees, implementation fees, usage fees, or other fees, unless required by applicable law or expressly stated in the applicable Order Form or Plan Terms.

Company may change plans, features, limits, or pricing by providing notice as required by applicable law or the applicable Order Form.

8. Subscriptions; Automatic Renewal (Backstop)

The Services are offered to businesses and organizations only (§3). To the extent Company offers any subscription on an Automatic Renewal or continuous-service basis, the subscription will renew automatically for successive terms until canceled in accordance with the applicable Order Form, Plan Terms, or Account settings, and Customer authorizes Company to charge the applicable recurring fees until cancellation.

Notwithstanding the business-only eligibility requirement, to the extent any subscription is ever determined to be subject to a consumer automatic-renewal law, Company will comply with that law, including, as applicable: clear and conspicuous presentation of the automatic-renewal terms before billing information is confirmed; express affirmative consent to those terms; an easy-to-use, same-medium online cancellation method; required renewal, trial, fee-change, and material-change notices; and retention of verification of consent for at least three years, or one year after termination, whichever is longer. Company will not knowingly offer, activate, or continue a subscription flow subject to consumer automatic-renewal laws unless Company has implemented operational controls designed to satisfy the applicable requirements. Nothing in this Agreement limits any non-waivable consumer right under applicable law.

Any change to automatic-renewal terms, continuous-service terms, renewal period, billing cycle, price, fee structure, or cancellation method will be handled in accordance with §7, §37, the applicable Order Form or Plan Terms, and any notice, consent, cancellation, and record-retention requirements imposed by applicable law.

9. License to Use the Services

Subject to Customer’s compliance with this Agreement and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to access and use the Services for Customer’s internal business or organizational purposes.

Customer may not use the Services except as expressly permitted by this Agreement.

Company reserves all rights not expressly granted to Customer.

10. Customer Content and Customer Data

Customer retains all right, title, and interest in and to Customer Content and Customer Data.

Customer grants Company a non-exclusive, worldwide, royalty-free license during the applicable subscription term to host, copy, process, transmit, display, format, modify, publish, and otherwise use Customer Content, and to host, copy, process, transmit, analyze, and use Customer Data, solely as necessary to: provide, maintain, secure, support, troubleshoot, and operate the Services; perform Customer-authorized actions, including Customer-authorized CMS Writes; provide support; comply with law; and enforce this Agreement.

To the extent Customer Data contains personal data, personal information, or similar regulated information, Company’s processing of that information on Customer’s behalf is governed by the Data Processing Addendum, which controls over this Section to the extent of any conflict regarding such information.

Company will not use Customer Data, or personal data contained in Customer Data, to train, fine-tune, improve, develop, or evaluate general-purpose AI models, foundation models, large language models, or models used to provide services to other customers, except as expressly authorized in a separate written agreement or applicable Data Processing Addendum and only to the extent permitted by applicable law.

Nothing in this Section grants Company ownership of Customer Data or Customer Content. Nothing in this Section grants Company any right to sell Customer Data, share Customer Data for cross-context behavioral advertising, use Customer Data outside the direct business relationship between Company and Customer, or derive independent commercial value from personal data contained in Customer Data, except as expressly permitted by the Data Processing Addendum and applicable law.

Company may process Customer Data to create temporary, customer-specific outputs, analyses, recommendations, configurations, embeddings, logs, records, and other operational artifacts solely as necessary to provide the Services to Customer. Those operational artifacts do not grant Company ownership of Customer Data or any right to use personal data contained in Customer Data for general-purpose model training, cross-customer enrichment, advertising, resale, or unrelated commercial purposes.

Company will not create or use deidentified, aggregated, or derived datasets from Customer Data, or from personal data contained in Customer Data, for model training, benchmarking, analytics, product development, or services for other customers, except as expressly authorized in the Data Processing Addendum or a separate written agreement.

Customer represents and warrants that Customer has all rights, permissions, licenses, notices, and consents necessary to provide Customer Content and Customer Data to Company and to authorize Company to process, use, publish, modify, or act on Customer Content and Customer Data as contemplated by this Agreement and the Data Processing Addendum.

Customer is solely responsible for the accuracy, legality, completeness, reliability, and appropriateness of Customer Content, Customer Data, Customer instructions, and Customer configurations. Company is not responsible for reviewing Customer Content or Customer Data for legal sufficiency, accuracy, completeness, regulatory compliance, or suitability for Customer’s use case.

11. Ownership of Company IP

Company and its licensors own all right, title, and interest in and to Company IP.

No rights are transferred to Customer except the limited license expressly stated in this Agreement.

Customer may not copy, modify, reverse engineer, decompile, disassemble, scrape, reproduce, resell, sublicense, rent, lease, distribute, or create derivative works based on the Services except as expressly permitted by this Agreement or applicable law.

Customer may not remove, obscure, or alter proprietary notices in the Services.

12. Feedback

If Customer provides suggestions, ideas, comments, improvements, requests, recommendations, or other feedback regarding the Services, Customer grants Company a perpetual, irrevocable, worldwide, royalty-free right to use, commercialize, modify, incorporate, and exploit that feedback without restriction or compensation.

Notwithstanding the foregoing, Company’s use of feedback remains subject to its confidentiality obligations, the Data Processing Addendum, and applicable law to the extent feedback contains Customer’s Confidential Information, Customer Data, or personal data.

Company is not required to treat feedback as confidential unless the parties separately agree in writing.

13. Acceptable Use

Customer may not, and may not permit any User or third party to:

(a) use the Services for unlawful, harmful, fraudulent, deceptive, abusive, harassing, defamatory, obscene, infringing, or otherwise objectionable purposes;

(b) violate any applicable law, regulation, rule, order, or third-party right;

(c) upload, transmit, or distribute malware, viruses, worms, ransomware, spyware, or malicious code;

(d) attempt to gain unauthorized access to the Services, Company systems, other customer accounts, or third-party systems;

(e) interfere with or disrupt the integrity, availability, security, or performance of the Services;

(f) bypass usage limits, security controls, access controls, authentication controls, or technical restrictions;

(g) use the Services to send spam or unlawful communications;

(h) use the Services to process sensitive data except as supported by the Services and the Data Processing Addendum, or as otherwise permitted by Company in writing;

(i) use the Services to build, train, or improve a competing product or service;

(j) resell, sublicense, rent, lease, or provide the Services to third parties except as expressly allowed in an Order Form;

(k) use automated tools to scrape, crawl, copy, or extract data from the Services except as permitted by Company;

(l) misrepresent the output of the Services as legal advice or as a legal opinion from Company;

(m) use the Services to scan, or write to, any website or property the Customer does not own or is not authorized to scan or modify;

(n) store, submit, or cause the Services to record false or fabricated consent records, or tamper with the consent records or audit logs; or

(o) use the Services in a manner that creates unreasonable risk to Company, the Services, other customers, or third parties.

A separate Acceptable Use Policy may provide additional detail; in the event of a conflict regarding permitted use, this Section and the Acceptable Use Policy will be read together, with the more specific restriction controlling. Company may suspend or restrict access to the Services if Company reasonably believes Customer has violated this Section.

As used in this Section, “sensitive data” includes sensitive personal information, special category data, protected health information, payment card data, government identifiers, children’s data, precise geolocation, credentials, biometric data, and other data types identified as sensitive, special, restricted, or regulated under applicable law, the Data Processing Addendum, or the Acceptable Use Policy.

The Services are not designed to collect sensitive personal information that is unnecessary to the Services, and Customer should not submit sensitive personal information except where supported by the Services. Where sensitive personal information is incidentally received in a data-subject-request or similar workflow, Company processes it under the Data Processing Addendum and applicable security controls.

14. Third-Party Services and Integrations

The Services may interoperate with third-party services, CMS platforms, hosting providers, analytics tools, advertising tools, email providers, payment processors, plugins, themes, APIs, and other third-party systems.

Customer’s use of third-party services is governed by the third party’s terms and policies, not this Agreement.

Company does not control and is not responsible for third-party services, third-party content, third-party outages, third-party security incidents, third-party changes, third-party APIs, third-party data practices, or third-party terms.

Customer is responsible for maintaining all accounts, permissions, credentials, licenses, consents, and configurations required for third-party services.

Company may modify, suspend, or discontinue integrations if a third-party service changes, becomes unavailable, creates security risk, violates applicable terms, or is no longer commercially reasonable to support.

15. Service Availability; Support; Changes to Services

Company will use commercially reasonable efforts to provide the Services, but Company does not guarantee that the Services will be uninterrupted, error-free, secure, or available at all times unless a separate written SLA expressly states otherwise.

Company may modify, update, improve, suspend, discontinue, or replace features from time to time.

Company may perform maintenance, updates, security patches, and operational changes that affect availability or functionality.

Support, if any, will be provided according to the applicable Plan Terms, Order Form, or support policy.

Company is not responsible for downtime, errors, degraded performance, or unavailability caused by Customer systems, Customer Property, third-party services, internet disruptions, force majeure events, Customer configurations, Customer credentials, or misuse of the Services.

16. Beta Features

Company may offer beta, preview, experimental, early-access, trial, or evaluation features.

Beta features are provided “as is,” may be incomplete, may contain errors, may change without notice, and may be discontinued at any time.

Customer uses beta features at Customer’s own risk.

Company does not guarantee that beta features will become generally available or remain available.

17. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential based on the nature of the information and circumstances of disclosure.

Confidential Information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality obligation.

Each party will use the other party’s Confidential Information only to perform or receive the Services, exercise rights, or fulfill obligations under this Agreement.

Each party will use reasonable care to protect the other party’s Confidential Information and will not disclose it except to employees, contractors, advisors, service providers, or representatives who need to know it and are bound by confidentiality obligations.

A party may disclose Confidential Information if required by law, subpoena, court order, or government request, provided that the party gives notice where legally permitted and reasonably cooperates with efforts to limit disclosure.

18. Data Privacy and Security

Company’s collection, use, and disclosure of personal information about Customer and Users for Company’s own purposes is described in Company’s Privacy Notice.

Where Company processes personal data on Customer’s behalf as a service provider or processor under applicable privacy laws, that processing is governed by the Data Processing Addendum, which is incorporated into this Agreement and available at https://puregraceai.com/legal/dpa.

Customer is responsible for providing legally required notices and obtaining legally required consents from website visitors, end users, employees, contractors, leads, subscribers, customers, and other individuals whose personal information is processed through or in connection with the Services.

Company will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services. Company does not guarantee that unauthorized third parties will never defeat those safeguards.

19. No Legal Advice; Customer Compliance Responsibility

Customer acknowledges that Company is not a law firm and does not provide legal advice, legal opinions, legal representation, or regulatory guarantees.

The Services are software tools designed to assist Customer with certain privacy, consent, website, disclosure, and compliance-related workflows. The Services may include templates, workflows, automation, recommendations, notices, banners, disclosures, configuration options, or other compliance-related functionality.

Customer remains solely responsible for reviewing, approving, implementing, testing, maintaining, and validating all legal, regulatory, and operational decisions affecting Customer’s business, websites, digital properties, privacy practices, marketing practices, advertising practices, data processing activities, consent mechanisms, subscription practices, and compliance programs.

Customer is solely responsible for consulting qualified legal counsel regarding Customer’s legal and regulatory obligations and for determining whether Customer’s use of the Services, website notices, privacy notices, consent mechanisms, opt-out mechanisms, disclosures, data processing activities, advertising practices, marketing practices, subscription practices, and privacy practices comply with applicable laws.

Company does not guarantee that Customer’s use of the Services will satisfy any legal or regulatory requirement or prevent regulatory inquiry, investigation, enforcement action, claim, fine, penalty, assessment, sanction, settlement, damages, losses, or other liability.

20. Customer Responsibility for Privacy Notices

Customer is solely responsible for determining whether Customer’s website or digital property requires a privacy notice, privacy policy, cookie notice, consent banner, opt-out mechanism, children’s privacy notice, state-specific privacy disclosure, CalOPPA disclosure, CCPA/CPRA disclosure, or other privacy-related notice, and for maintaining and complying with any such notice.

For clarity, not every website is required to maintain a privacy notice solely because it exists. For example, CalOPPA applies to operators of commercial websites or online services that collect personally identifiable information from California consumers, and CCPA/CPRA applies only to covered businesses meeting applicable statutory thresholds. Customer remains responsible for determining which laws, platform terms, and privacy-notice obligations apply to Customer’s specific website, business, audience, data practices, and jurisdictions.

Without limiting Customer’s responsibility, Customer acknowledges that privacy notice and disclosure obligations may arise under laws including the California Online Privacy Protection Act, the California Consumer Privacy Act as amended by the California Privacy Rights Act, the Children’s Online Privacy Protection Act, other state privacy laws, international privacy laws, consumer protection laws, and applicable platform or third-party service terms, including where Customer’s website or digital property:

(a) collects names, email addresses, phone numbers, mailing addresses, account information, form submissions, comments, payment information, newsletter signups, user-generated content, or other information that identifies, relates to, describes, or can reasonably be linked to an individual;

(b) uses analytics tools, cookies, pixels, tags, retargeting tools, advertising networks, affiliate tracking, embedded third-party tools, social plugins, newsletter tools, CRM tools, payment processors, or similar technologies;

(c) is operated for commercial, professional, promotional, advertising, affiliate, donation, ecommerce, lead-generation, sponsorship, or monetized purposes;

(d) is directed to children or knowingly collects personal information from children;

(e) serves or is accessible to individuals in jurisdictions with privacy, consumer protection, cookie, online tracking, or data protection laws;

(f) sells, shares, discloses, transfers, or makes available personal information to third parties; or

(g) is subject to applicable analytics, advertising, payment processor, email marketing, hosting, app store, platform, or third-party service terms requiring a privacy notice.

Company may provide templates, automation, recommendations, or tools intended to help Customer create or maintain privacy-related notices. Customer is solely responsible for reviewing, approving, publishing, updating, maintaining, and complying with any privacy notice or privacy-related disclosure.

Company does not represent or warrant that any generated, suggested, or published privacy notice is legally sufficient for Customer’s specific website, business, data practices, jurisdiction, audience, or use case.

Customer is responsible for ensuring that any privacy notice generated, published, modified, or maintained through the Services accurately reflects Customer’s actual data collection, use, disclosure, sale, sharing, retention, security, cookie, analytics, advertising, and tracking practices.

21. Customer Authorization for CMS Writes and Site Changes

If Customer enables, connects, authorizes, approves, configures, or directs any feature that allows Company, the Services, or Company’s systems to perform a CMS Write, Customer expressly authorizes Company to perform such CMS Write on Customer’s behalf and in accordance with Customer’s instructions, approvals, configurations, and permissions.

Customer represents and warrants that it has all rights, permissions, credentials, authority, licenses, and approvals necessary to authorize Company and the Services to access, scan, configure, publish to, and modify Customer Property.

Customer acknowledges that CMS Writes and site changes may affect the appearance, functionality, performance, search-engine visibility, indexing, analytics, advertising, privacy notices, consent mechanisms, user experience, integrations, security posture, legal posture, compliance posture, or availability of Customer Property.

Subject to the California Law Savings Clause, Customer assumes the risks arising from or relating to Customer-authorized, Customer-approved, Customer-directed, or Customer-configured CMS Writes, site changes, implementations, integrations, credentials, permissions, third-party plugins, third-party themes, third-party scripts, hosting environments, CMS limitations, website conflicts, preexisting site conditions, or interactions with Customer’s existing systems.

Company is not responsible for any loss, liability, downtime, data loss, broken functionality, design change, SEO impact, revenue loss, analytics impact, advertising impact, compliance impact, privacy notice impact, legal impact, or other harm arising from or relating to Customer-authorized, Customer-approved, Customer-directed, or Customer-configured changes made to Customer Property, except to the extent such liability may not be limited under applicable law.

Customer is responsible for reviewing, testing, approving, monitoring, validating, and maintaining any changes made through or in connection with the Services, including confirming that any CMS Write or site change accurately reflects Customer’s intended configuration, website practices, legal posture, and operational requirements.

22. Customer Backup Responsibility

Customer is solely responsible for maintaining current, complete, and restorable backups of Customer Property, including Customer’s websites, CMS instances, databases, content, code, themes, plugins, templates, configurations, media, privacy notices, consent flows, disclosures, and other digital assets.

Customer acknowledges that Company does not provide website backup, disaster recovery, version control, restoration, hosting, rollback, or managed website-maintenance services unless expressly stated in an applicable Order Form or separate written agreement.

Before enabling, authorizing, approving, configuring, or directing any CMS Write, site change, integration, automation, script deployment, content update, or configuration change, Customer is responsible for maintaining a backup sufficient to restore the affected website, CMS, database, content, configuration, or digital property.

Company may require Customer to acknowledge backup responsibility before enabling or performing a CMS Write or other site change, but any such acknowledgment does not make Company responsible for creating, validating, maintaining, storing, testing, restoring, or managing Customer backups unless expressly stated in an applicable Order Form or separate written agreement.

Subject to the California Law Savings Clause, Company will not be liable for any loss, corruption, deletion, overwriting, unavailability, rollback failure, or inability to restore Customer Property arising from Customer’s failure to maintain appropriate backups.

23. No Indemnification for Regulatory Fines or Penalties

Customer acknowledges and agrees that the Services do not constitute a compliance guarantee, regulatory guarantee, no-fines guarantee, penalty reimbursement program, insurance product, risk-transfer product, legal defense program, or legal service.

Company does not indemnify, defend, reimburse, insure, or hold Customer harmless for any regulatory, administrative, governmental, statutory, civil, criminal, or quasi-governmental fine, penalty, assessment, sanction, settlement amount, disgorgement, restitution, corrective-action cost, monitoring cost, audit cost, attorneys’ fees, investigation cost, enforcement cost, or related loss arising from or relating to Customer’s business, website, privacy practices, data practices, marketing practices, advertising practices, subscription practices, use of the Services, configuration of the Services, reliance on the Services, Customer Property, Customer Content, Customer Data, CMS Writes, Customer-directed implementation, or Customer’s failure to comply with applicable laws.

For clarity, Company is deliberately not offering, and Customer is not receiving, any “no-fines guarantee,” regulatory fine reimbursement, penalty reimbursement, enforcement-action reimbursement, or similar regulatory-risk guarantee.

Customer remains solely responsible for determining whether Customer’s use of the Services and Customer’s websites, notices, consent flows, privacy disclosures, opt-out mechanisms, data processing activities, advertising practices, marketing practices, subscription practices, and compliance programs satisfy applicable legal and regulatory requirements.

Nothing in this Section limits, excludes, waives, caps, disclaims, or restricts any liability of Company to the extent such limitation, exclusion, waiver, cap, disclaimer, or restriction is prohibited by applicable law, including the California Law Savings Clause.

24. Suspension

Company may suspend or restrict Customer’s access to the Services if:

(a) Customer fails to pay amounts when due;

(b) Customer violates this Agreement;

(c) Customer’s use creates a security, legal, operational, reputational, or regulatory risk;

(d) Customer’s use may harm Company, the Services, other customers, third parties, or connected systems;

(e) Company is required to do so by law, court order, government request, third-party platform requirement, or payment processor requirement;

(f) Customer’s Account appears compromised; or

(g) Customer uses the Services in a way that exceeds usage limits or materially degrades the Services.

Company will use reasonable efforts to provide notice of suspension where practical and legally permitted.

Company is not responsible for losses caused by suspension where the suspension is permitted under this Agreement.

25. Term and Termination

This Agreement begins when Customer first accepts it or uses the Services and continues until terminated.

Customer may terminate this Agreement by canceling the subscription and ceasing use of the Services, subject to any applicable Order Form, Plan Terms, payment obligations, minimum term, or cancellation rules.

Company may terminate this Agreement if Customer materially breaches it and does not cure the breach within a reasonable period after notice, or immediately if the breach cannot be cured, creates material risk, or involves unlawful activity, misuse, nonpayment, security risk, or violation of Company IP rights.

Upon termination or expiration:

(a) Customer’s right to access and use the Services ends;

(b) Customer must stop using the Services;

(c) Customer remains responsible for amounts owed;

(d) each party must return or destroy Confidential Information as required by this Agreement, subject to ordinary-course backups and legal retention obligations;

(e) Company may delete Customer Content and Customer Data according to its data retention practices, unless otherwise required by law or an applicable DPA; and

(f) provisions that by their nature should survive will survive, including ownership, payment obligations, confidentiality, disclaimers, limitation of liability, indemnification, dispute provisions, and audit or record obligations.

26. Disclaimers

Subject to the California Law Savings Clause, the Services are provided “as is” and “as available.”

Company disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, and error-free operation.

Company does not warrant that the Services will meet Customer’s requirements, achieve any compliance outcome, prevent fines or penalties, generate legally sufficient documents, detect all legal issues, produce complete or accurate recommendations, remain uninterrupted, remain secure, or be free from defects.

Company does not warrant third-party services, Customer Property, CMS platforms, hosting providers, plugins, themes, scripts, analytics tools, advertising tools, payment processors, or other third-party systems.

Nothing in this Section limits any warranty or right that cannot be disclaimed under applicable law.

27. California Law Savings Clause

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended to, and nothing in this Agreement will be construed to, limit, waive, release, disclaim, indemnify, defend, hold harmless, exclude, cap, or otherwise restrict any liability to the extent such limitation, waiver, release, disclaimer, indemnity, defense, hold harmless obligation, exclusion, cap, or restriction is prohibited by applicable law, including California Civil Code Section 1668.

Without limiting the foregoing, no limitation of liability, damages cap, exclusion of damages, indemnification provision, warranty disclaimer, assumption-of-risk provision, release, limitation on remedies, or sole-and-exclusive-remedy provision in this Agreement will apply to the extent it would directly or indirectly exempt a party from responsibility for its own fraud, willful injury to the person or property of another, willful misconduct, gross negligence to the extent such liability may not be limited under applicable law, or violation of law to the extent such liability may not be limited under applicable California law.

The parties intend for the limitations, exclusions, caps, disclaimers, indemnities, and risk-allocation provisions in this Agreement to apply only to the maximum extent permitted by applicable law. If any such provision is found unenforceable in a particular circumstance, that provision will be enforced to the maximum extent permitted by law in all other circumstances.

28. Limitation of Liability

Subject to the California Law Savings Clause and to the maximum extent permitted by applicable law, Company will not be liable to Customer or any third party for any indirect, incidental, special, consequential, exemplary, enhanced, or punitive damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, loss of data, loss of website traffic, loss of search-engine ranking, business interruption, costs of procurement of substitute services, advertising impact, analytics impact, reputational harm, privacy notice impact, legal compliance impact, or regulatory, administrative, or governmental fines, penalties, assessments, sanctions, or settlement amounts sought by Customer as damages, whether arising out of or relating to this Agreement, the Services, Customer Property, Customer Content, Customer Data, any CMS Write, Customer’s use of or inability to use the Services, or any Customer-directed configuration, approval, authorization, or implementation.

Subject to the California Law Savings Clause and to the maximum extent permitted by applicable law, Company’s total aggregate liability arising out of or relating to this Agreement, the Services, Customer Property, Customer Content, Customer Data, any CMS Write, or Customer’s use of or inability to use the Services will not exceed the greater of:

(a) the amounts paid or payable by Customer to Company for the Services giving rise to the claim during the twelve months immediately preceding the event giving rise to liability; or

(b) five hundred dollars ($500).

Notwithstanding the foregoing, and subject to the California Law Savings Clause, Company’s total aggregate liability for Company’s defense, settlement, and indemnification obligations for third-party intellectual property infringement or misappropriation claims under the “Company Indemnification” section, including attorneys’ fees, expert fees, investigation costs, court costs, settlement amounts, damages finally awarded, and awarded costs, will not exceed the greater of (i) five thousand dollars ($5,000) or (ii) the fees paid or payable by Customer to Company for the Services during the twelve (12) months immediately preceding the event giving rise to the claim, except that an applicable Order Form may state a different amount, in which case the amount stated in the Order Form controls.

The foregoing liability caps, including the five hundred dollar ($500) general liability floor and the Company intellectual property indemnity cap, do not apply to the extent applying them would directly or indirectly exempt Company from responsibility for liability that cannot be limited, capped, waived, or excluded under applicable law, including California Civil Code Section 1668.

For the avoidance of doubt, the liability caps and damages exclusions in this Section do not apply to Company’s fraud, willful injury to the person or property of another, willful misconduct, gross negligence to the extent not limitable under applicable law, violation of law to the extent not limitable under applicable law, or any other liability that cannot be limited, capped, waived, released, disclaimed, indemnified against, or excluded under applicable law.

The foregoing liability caps will not apply to Customer’s payment obligations, Customer’s indemnification obligations, Customer’s violation of Company’s intellectual property rights, or any liability that cannot be limited under applicable law.

The parties acknowledge that the fees charged for the Services reflect this allocation of risk and that Company would not provide the Services without these limitations.

29. Company Indemnification

Company will defend Customer against any third-party claim alleging that the Services, as provided by Company and used by Customer in accordance with this Agreement, infringe or misappropriate that third party’s United States intellectual property rights, and Company will indemnify Customer from damages and costs finally awarded by a court of competent jurisdiction, or amounts agreed to by Company in settlement, for such claim, subject to the Company intellectual property indemnity cap stated in the “Limitation of Liability” section (the greater of five thousand dollars ($5,000) or the trailing twelve (12) months of fees, or such other amount as stated in an applicable Order Form) and subject to the California Law Savings Clause.

Company will have no obligation under this Section for any claim arising from or relating to:

(a) Customer Content;

(b) Customer Data;

(c) Customer Property;

(d) Customer’s business operations, privacy practices, data practices, advertising practices, marketing practices, subscription practices, or legal compliance obligations;

(e) Customer’s configuration, modification, implementation, or misuse of the Services;

(f) use of the Services in combination with products, services, data, software, content, plugins, themes, scripts, code, or systems not provided by Company;

(g) Customer’s failure to follow Company’s documentation or instructions;

(h) any CMS Write, Customer-directed site change, Customer-approved implementation, or Customer configuration;

(i) regulatory, administrative, governmental, statutory, or compliance-related claims, fines, penalties, assessments, sanctions, investigations, or enforcement actions;

(j) open-source software, third-party software, third-party APIs, third-party integrations, third-party plugins, third-party themes, third-party scripts, or third-party services not owned or controlled by Company;

(k) Customer’s continued use of the allegedly infringing Services after Company provides a non-infringing modification, replacement, workaround, or termination notice; or

(l) matters for which Customer is required to indemnify Company under this Agreement.

If the Services become, or in Company’s opinion are likely to become, the subject of an infringement claim, Company may, at its option and expense:

(a) procure for Customer the right to continue using the affected Services;

(b) modify the affected Services so they are non-infringing;

(c) replace the affected Services with substantially similar functionality; or

(d) terminate the affected Services and provide a pro rata refund of prepaid, unused fees for the terminated portion of the Services.

This Section states Company’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any intellectual property infringement or misappropriation claim, except to the extent such limitation is prohibited by applicable law.

30. Customer Indemnification

Subject to the California Law Savings Clause and to the maximum extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Company from and against any third-party claim, demand, action, proceeding, investigation, loss, liability, damage, fine, penalty, assessment, sanction, cost, or expense, including reasonable attorneys’ fees, arising from or relating to:

(a) Customer Content;

(b) Customer Data;

(c) Customer Property;

(d) Customer’s business operations, privacy practices, data practices, advertising practices, marketing practices, subscription practices, or legal compliance obligations;

(e) Customer’s use, configuration, implementation, or misuse of the Services;

(f) Customer’s instructions, approvals, authorizations, or directions to Company, including any CMS Write or site change;

(g) Customer’s failure to maintain backups;

(h) Customer’s failure to maintain, publish, update, or comply with a required privacy notice, cookie notice, consent notice, opt-out mechanism, CalOPPA disclosure, CCPA/CPRA disclosure, children’s privacy notice, or similar privacy disclosure;

(i) Customer’s violation of applicable law or regulation;

(j) Customer’s violation of third-party rights; or

(k) Customer’s breach of this Agreement.

For clarity, Customer’s indemnification obligations include claims, investigations, demands, fines, penalties, assessments, sanctions, settlements, losses, and costs arising from or relating to Customer’s own regulatory compliance obligations, privacy obligations, website disclosures, consent practices, data processing activities, advertising practices, marketing practices, subscription practices, Customer Property, Customer Content, Customer Data, or Customer-directed use of the Services.

Customer will not be required to indemnify Company to the extent a claim, loss, fine, penalty, assessment, sanction, or liability is caused by Company’s own fraud, willful injury, willful misconduct, gross negligence to the extent not limitable, or violation of law where such indemnification would be prohibited by applicable law, including California Civil Code Section 1668.

For clarity, Customer’s indemnification obligations are reduced in proportion to the extent any claim, loss, or liability is caused by the acts or omissions of Company, and Customer has no obligation to indemnify Company to the extent indemnification for Company’s own conduct would be prohibited by applicable law. Where a covered claim is a regulatory, administrative, or governmental investigation or enforcement action, Customer retains the right to direct its own response and defense, and the indemnification and control-of-defense provisions of the “Indemnification Procedure” section apply only to the extent permitted by applicable law and by the governmental authority.

31. Indemnification Procedure

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement of the claim.

Failure to provide prompt notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced by the delay.

The indemnifying party may not settle any claim in a manner that admits fault by the indemnified party, imposes non-monetary obligations on the indemnified party, restricts the indemnified party’s business, or requires payment by the indemnified party without the indemnified party’s prior written consent, which may not be unreasonably withheld, conditioned, or delayed.

32. Dispute Resolution; Binding Arbitration; Class Action Waiver

Informal resolution. Before initiating arbitration, a party will give the other written notice of the dispute and the parties will attempt in good faith to resolve it for at least thirty (30) days.

Binding arbitration. Except for the Excluded Claims below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Los Angeles County, California. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Arbitration fees (filing, administrative, and arbitrator fees) are allocated in accordance with the AAA Commercial Arbitration Rules, unless applicable law, a court, the arbitrator, or mandatory administrator rules require a different allocation. Notwithstanding the foregoing, if a dispute is determined to be a consumer, employment, or other arbitration subject to mandatory fee-allocation rules, the parties will comply with the fee allocation required by applicable law and the applicable arbitration administrator’s mandatory rules. Judgment on the award may be entered in any court of competent jurisdiction. If AAA is unavailable, declines to administer the arbitration, or cannot administer the arbitration under the rules specified in this Section, the parties will agree on a comparable arbitration administrator; if the parties cannot agree within thirty (30) days, either party may ask a court of competent jurisdiction to appoint an arbitration administrator or arbitrator consistent with this Section.

Class action waiver. All disputes will be resolved only on an individual basis. Customer and Company waive any right to bring or participate in any class, collective, consolidated, or representative action, and the arbitrator may not consolidate or join the claims of more than one party. If this class-action waiver is found unenforceable as to a particular dispute, that dispute will be severed and resolved in court, but the remainder of this Section will remain in effect.

Excluded Claims. Either party may (i) bring an individual action in small-claims court for a dispute within that court’s jurisdiction; and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, security, or to address unauthorized access or use.

Public injunctive relief. Nothing in this Section waives, limits, or requires waiver of any non-waivable right to seek public injunctive relief under applicable law. To the extent a claim for public injunctive relief cannot lawfully be compelled to individual arbitration or waived, that claim may be pursued in a court of competent jurisdiction, and the remaining claims will be arbitrated to the maximum extent permitted by law.

Reservation. Nothing in this Section waives any non-waivable right under applicable law. Any consumer arbitration, jury-trial waiver, or public-injunctive-relief provision that would apply to a person determined to be a consumer notwithstanding §3 must be separately reviewed and approved by Company’s counsel before implementation.

33. Governing Law; Venue for Excluded Claims

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules.

Subject to the Excluded Claims and the public-injunctive-relief provisions of §32, and except where applicable law requires otherwise, any claim not subject to arbitration under §32 must be brought exclusively in, and the parties consent to the exclusive jurisdiction and venue of, the state and federal courts located in Los Angeles County, California.

Nothing in this Agreement prevents either party from seeking temporary, preliminary, or permanent injunctive or equitable relief as permitted by §32, subject to the venue requirements in this §33, except where applicable law requires otherwise or emergency relief cannot reasonably be obtained in that venue.

34. Export Controls and Sanctions

Customer may not use, export, re-export, import, sell, transfer, or provide access to the Services except as authorized by applicable law.

Customer represents that Customer is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions and is not listed on any U.S. government restricted-party list.

Customer may not use the Services for any purpose prohibited by export control or sanctions laws.

35. Force Majeure

Company will not be liable for delay or failure to perform caused by events beyond Company’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, power failures, cyberattacks, government actions, regulatory actions, third-party service failures, hosting failures, payment processor failures, supply-chain disruptions, or other events beyond Company’s reasonable control.

36. Notices

Company may provide notices by email, in-product message, Account notice, publication on Company’s website, or other reasonable method.

Customer may provide legal notices to Company at:

Pure Grace AI, LLC, 6285 E. Spring St, #457, Long Beach, CA 90808, Email: legal@puregraceai.com

Notices are deemed given when sent, posted, delivered, or otherwise made available, unless applicable law requires a different method or timing.

Customer is responsible for keeping Account contact information current.

37. Updates to Terms; Re-Acceptance

Company may update these Terms from time to time. If Company makes material changes to these Terms, including changes to risk allocation, liability limitations, indemnification, CMS Write authorization, backup responsibility, compliance responsibility, privacy notice responsibility, dispute resolution, or other material rights or obligations, Company will require Customer to review and accept the updated Terms before continuing to access or use the Services.

Customer’s continued access to or use of the Services after accepting the updated Terms constitutes Customer’s agreement to the updated Terms as of the effective date identified by Company.

Company may track acceptance by version number, timestamp, user account, workspace, organization, IP address, electronic signature, clickwrap acceptance, or other reasonable acceptance record.

If Company updates these Terms in a manner requiring existing Customers to re-accept, Company may block or limit continued access to the Services until the updated Terms are accepted, to the extent permitted by applicable law.

For clarity, Customer’s re-acceptance of updated Terms under this Section updates only the legal terms governing Customer’s access to and use of the Services and does not, by itself, modify, renew, amend, or extend the price, billing cycle, subscription term, renewal period, cancellation method, automatic-renewal terms, continuous-service terms, or other commercial terms of any then-active subscription, which continue as stated in the applicable Order Form or Plan Terms unless separately changed in accordance with §7. Company will not treat any re-acceptance under this Section as an amendment or extension of an automatic-renewal or continuous-service arrangement for purposes of any applicable automatic-renewal law unless Company expressly elects to apply updated renewal or commercial terms and provides any notice, obtains any consent, and maintains any records required by applicable law.

38. Order of Precedence

If there is a conflict among documents, the following order controls unless expressly stated otherwise:

(a) a signed Order Form or signed amendment;

(b) a Data Processing Addendum, but only for data processing issues within its scope;

(c) these Terms;

(d) Plan Terms;

(e) policies incorporated by reference, including an Acceptable Use Policy or Support Policy.

39. Assignment

Customer may not assign or transfer this Agreement without Company’s prior written consent, except as permitted by applicable law.

Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, financing, corporate reorganization, or sale of all or substantially all of its assets.

Any attempted assignment in violation of this Section is void.

40. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in effect.

The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent as much as possible.

41. Waiver

A party’s failure to enforce a provision of this Agreement is not a waiver of that provision.

A waiver must be in writing and signed by the party granting the waiver.

42. Entire Agreement

This Agreement is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, communications, proposals, or understandings regarding the Services.

Customer acknowledges that Customer has not relied on any statement, promise, representation, or warranty not expressly stated in this Agreement.

43. Contact Information

Questions about these Terms may be sent to:

Pure Grace AI, LLC, 6285 E. Spring St, #457, Long Beach, CA 90808 · Email: support@puregraceai.com · Legal Notices: legal@puregraceai.com · Website: https://puregraceai.com

These Terms are available at: https://puregraceai.com/legal/tos