Terms of Use

Terms of Use

Last Updated: August 14, 2025

These Guardrails Terms of Use (the “Terms”) are entered into between Guardrails AI, Inc. (“Guardrails”) and the entity that is identified as the customer at the time of placement of an order (“Order”) for the purchase of the Services (“Customer”) and governs Customer’s access to and use of the Services purchased pursuant to an Order through the guardrailsai.com and snowglobe.so website. These Terms and the Order (together with any DPA, and attached exhibits or schedules) constitute the complete understanding between the parties on the subject matter herein (“Agreement”) and is effective on the earlier of: (a) the date that the Order is placed, or (b) Customer’s initial access to and use of the Platform (“Effective Date”). By placing an Order and/or otherwise accessing or using the Platform or agreeing to these Terms (including via clickthrough acceptance), Customer agrees to be bound by these Terms and the other terms and conditions of the Agreement. If Customer does not accept these Terms, Customer is not authorized to access or use the Platform or Services. Please note that these Terms are subject to change by Guardrails in its discretion at any time. When changes are made to these Terms, Guardrails will make a copy of the updated Terms available to Customer via email or at the Guardrails website and update the “Last Updated” date at the top of these Terms. If Guardrails makes material changes to these Terms, Guardrails will provide written notice of such material changes and attempt to notify Customer by sending an email notice to Customer. Any changes to the Terms will be effective upon the earlier of (a) thirty (30) days after the “Last Updated” date at the top of these Terms, or (b) Customer’s consent to and acceptance of the updated Terms if Guardrails provides a mechanism for Customer’s immediate acceptance in a specified manner (e.g., clickthrough acceptance), which Guardrails may require before further access to and use of the Platform or Services is permitted.

1. Definitions

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

1.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Services.

1.2 “Aggregated Data” means data and information related to Customer Data and/or Customer’s use of the Services that is used by Guardrails in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.3 “Applicable Data Protection Laws” means any applicable Laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, processing or transfer of the Personal Data or that govern the rights of Authorized Users or other data subjects with regard to that Personal Data.

1.4 “Authorized User” means any individual who is an employee or independent contractor of Customer, or such other individual, as may be authorized by the Customer to access the Services pursuant to Customer’s rights under this Agreement.

1.5 “Connected Accounts” means any third-party platform, website, or service, connected to, or integrated with, the Platform or Services, or accessed in connection with the Services, by or on behalf of Customer, including by application programming interface or use of Customer’s account credentials.

1.6 “Connected Account Data” means any data collected from, or provided by, any Connected Account.

1.7 “Customer Data” means, other than Aggregated Data, (a) Connected Account Data; (b) Inputs; and (c) information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the use of the Platform or Services, including via CSV or application programming interface.

1.8 “Documentation” means Guardrails-provided user documentation, in all forms, relating to the Services and Platform in hard copy or electronic form (e.g. user manuals and online help files).

1.9 “Generic Validators” means Guardrails’ pre-built measures of specific types of risks (“Validators”) to be assessed by the Platform.

1.10 “Input” means information, data, materials, text, or other content (including any snippets of code that may be provided by Customer) that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through the Services, or (ii) collected, downloaded, or otherwise received by the Services. Inputs include any Validators.

1.11 “Integration Tools” means any coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, knowledge, experience, and know how developed by Guardrails related to the integration, implementation, connection and/or onboarding of any Connected Account. For clarity, Integration Tools do not include Connected Accounts, including access credentials to any Connected Accounts, or any confidential information of Customer.

1.12 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.13 “Law(s)” means with respect to any party, in each case to the extent applicable to such party, its property, the Services or in connection with this Agreement, any federal, national, provincial, state, county, municipal or local law, ordinance, statute, rule, regulation, code, policy, notice, treaty, judgment, executive order, decree, injunction, permit, issuance or other determination or finding of any governmental authority which is legally enforceable by a governmental entity.

1.14 “Output” means the content, data, information, recommendations, and other materials that are generated through the Services by or for Customer through the Processing (including by application of analytics, data enrichment, data discovery, artificial intelligence or machine learning) of Customer Data and/or Inputs included as part of the Services.

1.15 “Personal Data” means any information relating to an identified or identifiable natural person, and all information that is “personal data,” “personal information,” or “personally identifiable information” under Applicable Data Protection Laws.

1.16 “Platform” means Guardrails’ platform designed to create and deploy runtime guardrails for, and otherwise test and validate, Customer’s generative AI applications. “Platform” includes all new versions updates, revisions, improvements and any associated user interfaces and related technology that Guardrails makes available pursuant to this Agreement.

1.17 “Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

1.18 “Services” means Guardrails’ provision of access to the Platform and features and functionality made available through the Platform.

2. Provision of services.

2. Provision of services

2.1 License to Platform. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of this Agreement, Guardrails grants to Customer a non-exclusive, non-transferable license during the term, solely for use by Authorized Users in accordance with the terms and conditions herein, (a) to access and use the features and functions of the Platform as required for use of the Services and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Services. Such use is limited to Customer’s internal business use.

2.2 Connected Accounts. In order to access certain of the features and functions of the Services, Customer may be required to link or provide access to its Connected Accounts to the Platform or Services. By granting Guardrails access to any Connected Account, (i) Customer represents and warrants that it is entitled to disclose any log-in information provided by Customer in connection therewith (if applicable) and/or to grant Guardrails access to such Connected Accounts, (ii) Customer represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Customer acknowledges that Guardrails may access Connected Account Data so that it may be used in accordance with the terms of this Agreement. Customer further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Guardrails will have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Account.

2.3 Personal Data. Before providing to Guardrails or enabling Guardrails to Process any Personal Data, Customer will enter into a Data Processing Addendum (“DPA”) with Guardrails. If Customer has not entered into a DPA, Customer represents, warrants and covenants that no Personal Data Processed by Guardrails under this Agreement is subject to Applicable Data Protection Laws and that Customer has anonymized any such Personal Data such that it cannot reasonably be linked to an identified or identifiable person. Any Personal Data that is subject to Applicable Data Protection Laws shall be governed by the DPA and shall not be Confidential Information (defined herein). In the event of a conflict between any provision of the DPA and this Agreement, the provision providing the higher level of privacy or data protection shall govern.

2.4 Third-Party Services. The Services may include, or be dependent on, certain third-party data, software components, application programming interfaces, and other products and services (the “Third-Party Services”). Guardrails agrees that throughout the Term, Guardrails will make commercially reasonable efforts to maintain all rights and licenses in and to the Third-Party Services that are necessary to ensure that Customer and its Authorized Users can use the Platform and Services in the manner contemplated in this Agreement. GUARDRAILS, NOT BEING THE OWNER, OPERATOR, SUPPLIER, OR PRODUCER OF THE THIRD-PARTY SERVICES NOR THEIR AGENT, DOES NOT ENDORSE ANY THIRD-PARTY SERVICES, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY SERVICES AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.

2.5 Necessary Equipment and Software. Customer must provide all equipment and software necessary to connect to the Services, including but not limited to, a computer or mobile device and internet connection that is suitable to access and use the Platform. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

3. Pilot services.

3. Pilot services

3.1 General. During the period when Customer is receiving the Services under an evaluation license (“Pilot Services”), the terms and conditions of this Section 3 shall apply and those in Sections 2.1 and Indemnification by Guardrails (collectively, the “Inapplicable Provisions”) do not apply.

3.2 Promotional Credits. During the Pilot Period, Guardrails will make available at its sole discretion certain credits for promotional purposes as part of the Pilot Services (“Promotional Credits”). Promotional Credits may expire in accordance with any terms set forth on such credits. No purchase is necessary to be eligible to receive Promotional Credits. Promotional Credits have no cash value, cannot be reloaded, resold, transferred, redeemed for cash, or applied to any other account or subscription, except as required by law.

3.3 Evaluation License and Term. Guardrails grants Customer a non-exclusive, non-transferable license to access and use the Services solely for internal evaluation purposes until Promotional Credits are exhausted or a commercial subscription begins.

3.4 Conversion into Commercial License. Upon conclusion of the Pilot Period, the evaluation license converts automatically into a commercial license as set forth in Section 2.1.

3.5 Termination of Evaluation License. Customer may terminate Pilot Services at any time by written notice, at which point all rights to use the Pilot Services cease.

3.6 Disclaimer. ANY CUSTOMER DATA ENTERED DURING THE PILOT PERIOD MAY BE PERMANENTLY LOST IF CUSTOMER DOES NOT PURCHASE THE SERVICES AND EXPORT SUCH DATA BEFORE THE PILOT PERIOD ENDS.

3.1 General. During the period when Customer is receiving the Services under an evaluation license (“Pilot Services”), the terms and conditions of this Section 3 shall apply and those in Sections 2.1 and Indemnification by Guardrails (collectively, the “Inapplicable Provisions”) do not apply.

3.2 Promotional Credits. During the Pilot Period, Guardrails will make available at its sole discretion certain credits for promotional purposes as part of the Pilot Services (“Promotional Credits”). Promotional Credits may expire in accordance with any terms set forth on such credits. No purchase is necessary to be eligible to receive Promotional Credits. Promotional Credits have no cash value, cannot be reloaded, resold, transferred, redeemed for cash, or applied to any other account or subscription, except as required by law.

3.3 Evaluation License and Term. Guardrails grants Customer a non-exclusive, non-transferable license to access and use the Services solely for internal evaluation purposes until Promotional Credits are exhausted or a commercial subscription begins.

3.4 Conversion into Commercial License. Upon conclusion of the Pilot Period, the evaluation license converts automatically into a commercial license as set forth in Section 2.1.

3.5 Termination of Evaluation License. Customer may terminate Pilot Services at any time by written notice, at which point all rights to use the Pilot Services cease.

3.6 Disclaimer. ANY CUSTOMER DATA ENTERED DURING THE PILOT PERIOD MAY BE PERMANENTLY LOST IF CUSTOMER DOES NOT PURCHASE THE SERVICES AND EXPORT SUCH DATA BEFORE THE PILOT PERIOD ENDS.

4. Customer restrictions and responsibilities.

4. Customer restrictions and responsibilities

4.1 Restrictions. Except as may be expressly permitted by applicable law, Customer agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Platform or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Platform or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform; (e) use or copy the Platform or Documentation except as expressly allowed under this subsection; or (f) disclose or transmit any data contained in the Platform to any individual other than an Authorized User, except as expressly allowed herein. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, Platform, Documentation, or any part thereof. For purposes of clarity, nothing contained herein grants to Customer or any Authorized User any right to obtain possession of any source code, data or other technical material relating to the Platform.

4.2 Setup Responsibilities. Customer shall be responsible for obtaining and maintaining, at Customer’s expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required by Customer or any Authorized User to access the Services from the Internet. In the event that Guardrails assists or advises Customer with any Services setup, configuration or support, in no event shall such assistance or advice be construed as legal or other professional advice.

4.3 Authorized Users Access to Services. Customer may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. User IDs cannot be shared or used by more than one Authorized User at a time. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Guardrails promptly of any such unauthorized use known to Customer. Customer will be responsible for the acts or omissions of any Authorized Users in their access to and use of the Services and any breach by an Authorized User of the terms of this Agreement will constitute a breach by Customer of this Agreement.

4.4 Customer Responsibility for Data and Security. Customer and Authorized Users will have access to the Customer Data and will be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other Access Protocols required in order to access the Guardrails Services. Customer will have the ability to export Customer Data out of the Guardrails Services and is encouraged to make its own backups of the Customer Data. Customer shall implement and maintain appropriate technical, physical, organizational and administrative security measures, procedures, practices and other safeguards to protect against unauthorized access to the Guardrails Services. Customer shall promptly inform Guardrails of any actual or suspected security incident involving the Guardrails Services.

4.5 Compliance. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its access to and use of the Platform, Documentation, or Services hereunder. Customer represents and warrants that it has provided all notices and obtained all consents necessary to submit the Customer Data for use by Guardrails and the Services as contemplated herein.

4.1 Restrictions. Except as may be expressly permitted by applicable law, Customer agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Platform or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter or translate the Platform or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform; (e) use or copy the Platform or Documentation except as expressly allowed under this subsection; or (f) disclose or transmit any data contained in the Platform to any individual other than an Authorized User, except as expressly allowed herein. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, Platform, Documentation, or any part thereof. For purposes of clarity, nothing contained herein grants to Customer or any Authorized User any right to obtain possession of any source code, data or other technical material relating to the Platform.

4.2 Setup Responsibilities. Customer shall be responsible for obtaining and maintaining, at Customer’s expense, all of the necessary telecommunications, computer hardware, mobile devices, software, services and Internet connectivity required by Customer or any Authorized User to access the Services from the Internet. In the event that Guardrails assists or advises Customer with any Services setup, configuration or support, in no event shall such assistance or advice be construed as legal or other professional advice.

4.3 Authorized Users Access to Services. Customer may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. User IDs cannot be shared or used by more than one Authorized User at a time. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Guardrails promptly of any such unauthorized use known to Customer. Customer will be responsible for the acts or omissions of any Authorized Users in their access to and use of the Services and any breach by an Authorized User of the terms of this Agreement will constitute a breach by Customer of this Agreement.

4.4 Customer Responsibility for Data and Security. Customer and Authorized Users will have access to the Customer Data and will be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other Access Protocols required in order to access the Guardrails Services. Customer will have the ability to export Customer Data out of the Guardrails Services and is encouraged to make its own backups of the Customer Data. Customer shall implement and maintain appropriate technical, physical, organizational and administrative security measures, procedures, practices and other safeguards to protect against unauthorized access to the Guardrails Services. Customer shall promptly inform Guardrails of any actual or suspected security incident involving the Guardrails Services.

4.5 Compliance. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its access to and use of the Platform, Documentation, or Services hereunder. Customer represents and warrants that it has provided all notices and obtained all consents necessary to submit the Customer Data for use by Guardrails and the Services as contemplated herein.

5. Ownership and data rights and responsibilities.

5. Ownership and data rights and responsibilities

5.1 Guardrails Intellectual Property. The Services, Platform, Documentation, Integration Tools, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Guardrails and its suppliers. All rights in and to the Services, Platform, Documentation, and Integration Tools not expressly granted to Customer in this Agreement are reserved by Guardrails and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform, Documentation, Integration Tools, and Services or any part thereof.

5.2 Customer Data and Outputs. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Data. Customer will obtain all third-party licenses, consents and permissions needed for Guardrails to use the Customer Data to provide the Services. Customer grants Guardrails a non-exclusive, worldwide, royalty-free and fully paid license during the Order Term to use the Customer Data as necessary for purposes of providing and/or improving the Services, and to de-identify and aggregate such Customer Data to create Aggregated Data. The Customer Data hosted by Guardrails as part of the Services, the Outputs and all worldwide Intellectual Property Rights in and to the foregoing, are the exclusive property of Customer, except that Outputs may only be accessed and used through the Platform by Authorized Users for Customer’s internal business purposes.

5.3 Aggregated Data. Guardrails may monitor Customer’s use of the Services and collect and compile Aggregated Data. All right, title, and interest in Aggregated Data belong solely to Guardrails. Guardrails may use Aggregated Data to improve the Platform, Services, and other products, provided such Aggregated Data does not identify Customer or Customer’s Confidential Information.

5.4 Generic Tools. Guardrails retains all right, title and interest in Generic Tools and associated Intellectual Property Rights, provided such Generic Tools do not include Customer Data or Customer Confidential Information.

5.5 Feedback. Any feedback provided by Customer may be used by Guardrails without restriction or obligation.

6. Fees and expenses; Payments.

6. Fees and expenses; Payments

6.1 Fees and Expenses. Customer shall pay all fees as set forth in any applicable Order without offset or deduction. Fees are due within five (5) calendar days after invoice unless otherwise stated.

6.2 Taxes. Fees do not include taxes. Customer is responsible for all applicable taxes except those based on Guardrails’ net income.

6.3 Payment Terms. Payments are due in advance and processed by credit card. Fees may include a processing surcharge. Late payments may accrue interest at twelve percent (12%) per annum or the maximum allowed by law.

6.4 Suspension. Guardrails may suspend Services if payments are more than thirty (30) days overdue.

6.1 Fees and Expenses. Customer shall pay all fees as set forth in any applicable Order without offset or deduction. Fees are due within five (5) calendar days after invoice unless otherwise stated.

6.2 Taxes. Fees do not include taxes. Customer is responsible for all applicable taxes except those based on Guardrails’ net income.

6.3 Payment Terms. Payments are due in advance and processed by credit card. Fees may include a processing surcharge. Late payments may accrue interest at twelve percent (12%) per annum or the maximum allowed by law.

6.4 Suspension. Guardrails may suspend Services if payments are more than thirty (30) days overdue.

7. Warranties and disclaimers.

7. Warranties and disclaimers

7.1 Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7.2 Disclaimers.
(a) General. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, GUARDRAILS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PLATFORM, INTEGRATION TOOLS, DOCUMENTATION, AGGREGATED DATA, INPUTS, OUTPUTS, SERVICES OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PLATFORM, DOCUMENTATION, INTEGRATION TOOLS, AND SERVICES ARE PROVIDED “AS IS.” GUARDRAILS DOES NOT WARRANT THAT THE PLATFORM, DOCUMENTATION, INTEGRATION TOOLS, OR SERVICES WILL SATISFY CUSTOMER’S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES. THIS SECTION WILL APPLY TO CUSTOMER SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(b) Outputs. GUARDRAILS MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUTS WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. GUARDRAILS DOES NOT REPRESENT OR WARRANT THAT THE CUSTOMER IS THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUTS OR OUTPUTS ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE PLATFORM AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUTS AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.

7.3 Connected Accounts. Customer acknowledges that Guardrails has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data. Guardrails will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts.

7.4 Customer Warranty. Customer represents and warrants to Guardrails that: (1) Customer owns the Customer Data, or has the necessary licenses, rights, consents, and permissions to authorize Guardrails to use the Customer Data in accordance with this Agreement; (2) Customer Data and the use of Customer Data as contemplated by this Agreement does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; (c) violate, or cause Guardrails to violate, any law or regulation; (d) be deceptive, obscene, pornographic or unlawful; (e) contain any viruses, worms or other malicious computer programming codes intended to damage Guardrails’ system or data; and (3) Customer will use the Services and Platform in compliance with the Documentation, any instructions provided by Guardrails, and applicable laws, rules, and regulations. Guardrails may monitor Customer’s use of the Services and may prohibit any use of the Services or Platform it believes may be in violation of the foregoing warranties or applicable law.

7.1 Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7.2 Disclaimers.
(a) General. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, GUARDRAILS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PLATFORM, INTEGRATION TOOLS, DOCUMENTATION, AGGREGATED DATA, INPUTS, OUTPUTS, SERVICES OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PLATFORM, DOCUMENTATION, INTEGRATION TOOLS, AND SERVICES ARE PROVIDED “AS IS.” GUARDRAILS DOES NOT WARRANT THAT THE PLATFORM, DOCUMENTATION, INTEGRATION TOOLS, OR SERVICES WILL SATISFY CUSTOMER’S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES. THIS SECTION WILL APPLY TO CUSTOMER SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

(b) Outputs. GUARDRAILS MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUTS WILL PROVIDE ACCURATE, TAILORED OR INFORMATIVE RESULTS OR BE FIT FOR THE PARTICULAR PURPOSE OR USE CASE. GUARDRAILS DOES NOT REPRESENT OR WARRANT THAT THE CUSTOMER IS THE LEGAL OWNER OF THE OUTPUT, OR THAT THE INPUTS OR OUTPUTS ARE PROTECTABLE BY ANY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OUTPUT DOES NOT INCORPORATE, INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE PLATFORM AND ANY OUTPUTS RESULTING THEREFROM. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUTS AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.

7.3 Connected Accounts. Customer acknowledges that Guardrails has no control over, or other ability or obligation with respect to the maintenance, upkeep, status or support of any Connected Accounts or other component thereof, including the accuracy, timeliness, reliability, or completeness of any Connected Account Data. Guardrails will have no liability with respect to any acts, omissions, reliance, delays, errors or other liabilities arising from or related to any downtime, unavailability, inaccuracies or failures of any Connected Accounts.

7.4 Customer Warranty. Customer represents and warrants to Guardrails that: (1) Customer owns the Customer Data, or has the necessary licenses, rights, consents, and permissions to authorize Guardrails to use the Customer Data in accordance with this Agreement; (2) Customer Data and the use of Customer Data as contemplated by this Agreement does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; (c) violate, or cause Guardrails to violate, any law or regulation; (d) be deceptive, obscene, pornographic or unlawful; (e) contain any viruses, worms or other malicious computer programming codes intended to damage Guardrails’ system or data; and (3) Customer will use the Services and Platform in compliance with the Documentation, any instructions provided by Guardrails, and applicable laws, rules, and regulations. Guardrails may monitor Customer’s use of the Services and may prohibit any use of the Services or Platform it believes may be in violation of the foregoing warranties or applicable law.

8. Limitation of liability.

8. Limitation of liability

8.1 Exclusion of Damages. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM BREACHES OF CONFIDENTIALITY UNDER SECTION 9, MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY’S INDEMNIFICATION OBLIGATIONS (COLLECTIVELY, “EXCLUDED LIABILITY”), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS SECTION WILL APPLY SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

8.2 Amount of Damages. EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO GUARDRAILS DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

8.3 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

9. Indemnification.

9. Indemnification

9.1 By Guardrails. Guardrails will indemnify and hold harmless, at its own expense, Customer from and against any and all threatened third-party claim, proceeding, or suit (each, a “Claim”), and pay all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees), arising out of or relating to an allegation that the Platform, when used by Customer as authorized herein, infringes or misappropriates a third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Platform becomes, or in Guardrails’ opinion is likely to become, the subject of a claim of infringement, Guardrails may, at Guardrails’ option: (a) procure for Client the right to continue using the Platform; (b) replace the infringing Platform (or infringing component) with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Platform and other Services. Notwithstanding the foregoing, Guardrails will have no obligation under this section with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement or the Documentation; (ii) use of the Platform in combination with other products, equipment, software or data not supplied by Guardrails; or (iii) modification of the Platform by any person other than Guardrails or its authorized agents. This section states the sole and exclusive remedy of Customer and the entire liability of Guardrails for infringement claims.

9.2 By Customer. Customer will indemnify and hold harmless, at its own expense, Guardrails and its affiliates, employees, directors, and agents from and against any and all Claims, and pay all liabilities, losses, damages, costs and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising out of or relating to (a) Customer’s breach or alleged breach of Sections 4.1 and/or 7.4; (b) any agreement between Customer and a Connected Account; or (c) Customer’s use of the Outputs.

9.3 Procedure. The indemnifying party’s obligations are conditioned upon: (a) prompt written notice of any Claim; (b) sole control of the defense or settlement by the indemnifying party; and (c) reasonable cooperation by the indemnified party. The indemnified party may participate in the defense at its own expense.

9.1 By Guardrails. Guardrails will indemnify and hold harmless, at its own expense, Customer from and against any and all threatened third-party claim, proceeding, or suit (each, a “Claim”), and pay all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees), arising out of or relating to an allegation that the Platform, when used by Customer as authorized herein, infringes or misappropriates a third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the Platform becomes, or in Guardrails’ opinion is likely to become, the subject of a claim of infringement, Guardrails may, at Guardrails’ option: (a) procure for Client the right to continue using the Platform; (b) replace the infringing Platform (or infringing component) with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Platform and other Services. Notwithstanding the foregoing, Guardrails will have no obligation under this section with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement or the Documentation; (ii) use of the Platform in combination with other products, equipment, software or data not supplied by Guardrails; or (iii) modification of the Platform by any person other than Guardrails or its authorized agents. This section states the sole and exclusive remedy of Customer and the entire liability of Guardrails for infringement claims.

9.2 By Customer. Customer will indemnify and hold harmless, at its own expense, Guardrails and its affiliates, employees, directors, and agents from and against any and all Claims, and pay all liabilities, losses, damages, costs and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising out of or relating to (a) Customer’s breach or alleged breach of Sections 4.1 and/or 7.4; (b) any agreement between Customer and a Connected Account; or (c) Customer’s use of the Outputs.

9.3 Procedure. The indemnifying party’s obligations are conditioned upon: (a) prompt written notice of any Claim; (b) sole control of the defense or settlement by the indemnifying party; and (c) reasonable cooperation by the indemnified party. The indemnified party may participate in the defense at its own expense.

10. Term and termination.

10. Term and termination

10.1 Term. This term of this Agreement will commence on the Effective Date and will continue in full force and effect, unless earlier terminated in accordance with the Agreement. The initial term of this Agreement will continue in full force and effect for the subscription period identified at the time of placement of the Order (“Initial Term”), unless earlier terminated in accordance with the Agreement. Thereafter, the Initial Term will automatically renew for additional terms of the same duration (each, a “Renewal Term”), unless Customer elects not to renew the Initial Term or Renewal Term or otherwise terminates the Agreement by providing Guardrails with written notice within Customer’s account. In the event Customer terminates in the middle of the Initial Term or any Renewal Term, Customer will continue to have access to the Platform for the remainder of the then-current Initial Term or Renewal Term, but Customer will not be entitled to a refund of any Fees pre-paid for such Services for such Initial Term or Renewal Term.

10.2 Termination or Suspension for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. In addition to Guardrails’ other rights or remedies available to it at law or in equity, Guardrails shall also have the right to suspend Customer’s or any Authorized User’s access to the Platform in the event of any breach by Customer or any Authorized User of the Agreement.

10.3 Effect of Termination. Upon the expiration or termination of this Agreement all rights and licenses granted by Guardrails to Customer under this Agreement will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

10.4 Post-Termination Obligations. Unless Customer terminates this Agreement for material breach, if this Agreement expires or is terminated, Guardrails will not refund Customer any Fees paid in advance of such expiration or termination, including pre-paid Fees. The sections and subsections titled Definitions, Customer Restrictions and Responsibilities, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, Post-Termination Obligations and Miscellaneous will survive expiration or termination of this Agreement for any reason.

10.1 Term. This term of this Agreement will commence on the Effective Date and will continue in full force and effect, unless earlier terminated in accordance with the Agreement. The initial term of this Agreement will continue in full force and effect for the subscription period identified at the time of placement of the Order (“Initial Term”), unless earlier terminated in accordance with the Agreement. Thereafter, the Initial Term will automatically renew for additional terms of the same duration (each, a “Renewal Term”), unless Customer elects not to renew the Initial Term or Renewal Term or otherwise terminates the Agreement by providing Guardrails with written notice within Customer’s account. In the event Customer terminates in the middle of the Initial Term or any Renewal Term, Customer will continue to have access to the Platform for the remainder of the then-current Initial Term or Renewal Term, but Customer will not be entitled to a refund of any Fees pre-paid for such Services for such Initial Term or Renewal Term.

10.2 Termination or Suspension for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. In addition to Guardrails’ other rights or remedies available to it at law or in equity, Guardrails shall also have the right to suspend Customer’s or any Authorized User’s access to the Platform in the event of any breach by Customer or any Authorized User of the Agreement.

10.3 Effect of Termination. Upon the expiration or termination of this Agreement all rights and licenses granted by Guardrails to Customer under this Agreement will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

10.4 Post-Termination Obligations. Unless Customer terminates this Agreement for material breach, if this Agreement expires or is terminated, Guardrails will not refund Customer any Fees paid in advance of such expiration or termination, including pre-paid Fees. The sections and subsections titled Definitions, Customer Restrictions and Responsibilities, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, Post-Termination Obligations and Miscellaneous will survive expiration or termination of this Agreement for any reason.

11. Miscellaneous.

11. Miscellaneous

11.1 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

11.2 Dispute Resolution.
(a) For any dispute between Customer and Guardrails, Customer agrees to first contact Guardrails at support@guardrailsai.com and to attempt to resolve the claim with Guardrails informally. In the unlikely event that Guardrails has not been able to resolve a claim it has with Customer within sixty (60) days, the parties each agree to resolve such claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as otherwise provided herein. The arbitration will be conducted in New Castle County, Delaware, unless the parties agree otherwise. The award rendered by the Arbitrator may be entered in any court of competent jurisdiction.

(b) Notwithstanding the foregoing, nothing in this Arbitration Agreement will prevent Guardrails from seeking injunctive or other equitable relief from the courts to prevent actual or threatened infringement or misappropriation of its Intellectual Property Rights or other proprietary rights, or prevent Customer from asserting claims in a small claims court, provided such claims qualify and proceed on an individual basis.

11.3 Severability. If any provision of this Agreement or a portion thereof is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

11.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.5 Remedies. Except as expressly provided herein, the parties’ rights and remedies are cumulative. Customer acknowledges that any breach relating to Guardrails’ Intellectual Property Rights may cause irreparable harm for which monetary damages may be inadequate, and Guardrails may seek injunctive or equitable relief without posting bond.

11.6 No Assignment. Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.

11.7 Publicity. Guardrails may publicly list Customer as a customer and use Customer’s name and logo for marketing purposes, subject to Customer’s brand guidelines.

11.8 Force Majeure. Neither party will be liable for delays caused by events beyond reasonable control, except for payment obligations.

11.9 Relationship of the Parties. The parties are independent contractors. Nothing herein creates any partnership, joint venture, or agency relationship.

11.10 Notices. Notices must be provided in writing. Notices to Guardrails shall be sent to support@guardrailsai.com. Notices to Customer shall be sent to the email address on the applicable Order Form.

11.11 Entire Agreement. This Agreement (including any DPA and Order) constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to its subject matter.