Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between Gridline, Inc.(“Gridline”, “we”, “us”), a Delaware corporation, and the firm or individual that accesses or uses our software, plugins, and services (the “Service”). By accessing the Service, creating an account, or being granted access, you agree to these Terms and to our Privacy Policy. If you accept on behalf of a firm, you represent that you are authorized to bind that firm.

If you do not agree, do not use the Service.

• Customer means the firm or person that is granted access to the Service.
• Authorized User means an individual the Customer permits to use the Service under its account.
• Customer Data means the models, drawings, documents, prompts, and other content the Customer or its Authorized Users submit to the Service.
• Output means the answers, citations, summaries, analysis, and other results the Service generates in response to Customer Data and prompts.

The Service is available to customers through paid pilots, subscriptions, and other written orders. It may contain errors and may change, be interrupted, or be discontinued. Features, limits, and availability are not guaranteed except as expressly agreed in a written order between you and Gridline.

Information about non-public features and performance is our Confidential Information. Please do not publish benchmarks, screenshots of non-public features, or non-public evaluations of the Service without our prior written consent.

You must be at least 18 and able to form a binding contract to use the Service. You agree to provide accurate account information and to keep it current. Authentication is handled through our identity provider; you are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at security@gridlineos.comif you suspect unauthorized use. The Customer is responsible for its Authorized Users’ compliance with these Terms.

Subject to these Terms, we grant the Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Service during the term, solely for the Customer’s internal professional purposes. We reserve all rights not expressly granted.

As between you and Gridline, the Customer owns all right, title, and interest in its Customer Data and its Output. You grant us a limited, worldwide license to host, process, transmit, and display Customer Data and Output, and to send them to our subprocessors, solely to provide, secure, and support the Service for you and as described in our Privacy Policy and Data Processing Addendum.

You represent that you have the rights and permissions necessary to submit your Customer Data to the Service and to have it processed as contemplated here, and that doing so does not violate any law or third-party right.

We do not use your Customer Data, prompts, or Output to train, fine-tune, or improve AI foundation models, ours or any third party’s.

The Service uses artificial intelligence and machine learning to generate Output. This section is important; please read it carefully.

• Output can be wrong. Output is produced by probabilistic models and may be inaccurate, incomplete, out of date, or otherwise unsuitable for your purpose. Output may reference codes, standards, or documents that have changed or that do not apply to your project.
• Not professional advice. Gridline is a productivity tool. It does not provide architectural, engineering, code-compliance, accessibility, legal, or other licensed professional services or advice, and using it does not create any professional relationship. Output is an aid to, not a substitute for, the independent judgment of a qualified, licensed professional.
• The professional of record remains responsible. The licensed architect or engineer of record, and the Customer, remain solely responsible for the design, the construction documents, code and regulatory compliance, and all professional decisions. You must independently review and verify any Output before relying on it, and you must not rely on Output for anything affecting life safety, structural integrity, code compliance, or accessibility without that independent verification.
• No exclusivity in Output. Output is not unique to you; the Service may generate the same or similar Output for other customers, and these Terms do not limit our right to do so.

You agree not to, and not to permit anyone to:

• use the Service in violation of any law or third-party right;
• submit content you do not have the right to submit, including confidential information of others without authorization;
• reverse engineer, decompile, or attempt to discover the source code, models, or underlying technology of the Service, except where this restriction is prohibited by law;
• use the Service or Output to build, train, or improve a competing product or model, or resell or sublicense the Service;
• probe, scan, or test the vulnerability of the Service, circumvent its security or access controls, or interfere with its integrity or performance;
• use the Service to generate unlawful, infringing, harmful, or deceptive content, or to misrepresent Output as independently verified professional work.

We may suspend access to protect the Service, our customers, or third parties, or to address a violation of these Terms.

The Service, including its software, models, designs, and the Gridline name and marks, is owned by Gridline and protected by intellectual property laws. Except for the limited license above, these Terms grant you no rights in the Service.

If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them to improve our products and services, without obligation to you.

The Service relies on third-party providers, including cloud hosting, authentication, and AI model inference. Your use of the Service may be subject to those providers’ terms. We are not responsible for third-party services we do not control, and their availability is not guaranteed.

Fees, subscription terms, payment obligations, and any applicable taxes are set out in an order form or other written order between you and Gridline. If no paid order applies, we may provide limited evaluation access at no charge and may change or end that access on notice. Any commercial terms in a written order govern over this section.

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential. The receiving party will protect it with at least reasonable care, use it only to exercise rights and meet obligations under these Terms, and not disclose it except to those who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiving party, already known to it, or independently developed, and does not prevent disclosures required by law.

These Terms apply while you have access to the Service. Either party may terminate at any time: you by ceasing use and asking us to close your account, and we on notice, including if you breach these Terms or if we discontinue the Service. A written order may set a fixed term or different termination rights, in which case that order controls.

On termination, your right to use the Service ends. We will make Customer Data available for export for a limited window and then delete it as described in our Privacy Policy and Data Processing Addendum. Sections that by their nature should survive (including ownership, confidentiality, disclaimers, limitation of liability, and indemnification) will survive termination.

THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PARTICULAR PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR YOUR BREACH OF THE ACCEPTABLE USE SECTION OR YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITS REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You will defend, indemnify, and hold harmless Gridline and its officers, directors, and employees from and against claims, damages, and costs (including reasonable legal fees) arising out of your Customer Data, your use of the Service in breach of these Terms, or your violation of law or third-party rights.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware will have exclusive jurisdiction over any dispute that is not otherwise resolved, and each party consents to that jurisdiction and venue. Each party waives any right to a jury trial to the extent permitted by law.

We may update these Terms as the Service evolves or as law requires. When we make material changes, we will update the date above and, where appropriate, give additional notice. Your continued use of the Service after an update means you accept the revised Terms.

These Terms, together with our Privacy Policy and any order or addendum we sign with you, are the entire agreement between us about the Service and supersede prior discussions. If a provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. Notices to us should go to legal@gridlineos.com.