Terms of Service

Last Updated: January 14, 2026

IMPORTANT - PLEASE READ CAREFULLY: These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Resiliency Consulting Services Inc./LLC ("Company," "we," "us," or "our") governing your access to and use of the GRATE-IC software platform ("Service" or "Platform").

1. Acceptance of Terms

By accessing, browsing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

2. Service Description

GRATE-IC provides:

3. Account Registration and Security

3.1 Account Creation

You must provide accurate, current, and complete information during registration. You agree to promptly update your account information to keep it accurate and current.

3.2 Account Security

You are responsible for:

4. Acceptable Use Policy

You agree NOT to:

5. Intellectual Property Rights

5.1 Company's Intellectual Property

The Service, including all software, methodologies, processes, content, and documentation, is owned by Company and protected by copyright, trademark, patent, trade secret, and other intellectual property laws. All framework processes, task breakdowns, activities, and implementation methodologies constitute proprietary trade secrets of Company.

5.2 License Grant

Subject to these Terms, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes only. This license does not transfer any ownership rights to you.

5.3 Your Content

You retain ownership of data you input into the Service ("Customer Data"). You grant Company a license to host, store, and process Customer Data solely to provide the Service.

5.4 Restrictions

You acquire no rights to the Service except the limited use rights explicitly granted herein. You may not rent, lease, lend, sell, redistribute, or sublicense the Service or use it for service bureau purposes.

6. Confidentiality

6.1 Confidential Information

You acknowledge that framework methodologies, consulting processes, implementation approaches, time estimates, resource allocations, and all other aspects of the Service constitute confidential and proprietary trade secrets of Company.

6.2 Confidentiality Obligations

You agree to:

7. Fees and Payment

7.1 Subscription Fees

Fees are as agreed in your subscription plan. Payment is due in advance for each subscription period. All fees are non-refundable except as required by law or explicitly stated in these Terms.

7.2 Price Changes

Company may change subscription fees with 30 days' advance notice. Price changes will apply to the next billing cycle after notice is provided.

7.3 Late Payment

Failure to pay fees when due may result in suspension or termination of access. Company reserves the right to charge interest on overdue amounts at 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower.

8. Term and Termination

8.1 Term

These Terms begin when you accept them and continue until terminated by either party as provided herein.

8.2 Termination by You

You may cancel your subscription at any time with 30 days' written notice. Cancellation will be effective at the end of your current billing period. No refunds will be provided for unused portions of the subscription period.

8.3 Termination by Company

Company may terminate your access immediately if you breach these Terms, fail to pay fees, or engage in prohibited activities. Company may also terminate for convenience with 30 days' notice.

8.4 Effect of Termination

Upon termination:

9. Warranties and Disclaimers

9.2 No Warranty of Results

Company does not warrant that use of the Service will result in compliance certification, pass audits, or meet specific compliance requirements. Compliance outcomes depend on many factors outside Company's control, including your implementation, organizational practices, and auditor decisions.

9.3 Service Availability

Company does not warrant that the Service will be uninterrupted, error-free, or completely secure. Company is not responsible for delays, failures, or interruptions caused by circumstances beyond its reasonable control.

10. Limitation of Liability

11. Indemnification

You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, agents, and licensors from any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your breach of these Terms; (c) your violation of any law or third-party rights; (d) your Customer Data; or (e) any claim that your use of the Service caused damage to a third party.

12. Data Protection and Privacy

Our collection, use, and disclosure of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our privacy practices as described in the Privacy Policy.

For customers subject to GDPR, CCPA, PIPEDA, or other data protection laws, additional terms may apply as set forth in our Data Processing Agreement (DPA).

13. Modifications to Terms

Company may modify these Terms at any time by posting updated Terms on the Service or by sending notice to your registered email address. Material changes will be effective 30 days after notice is provided. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms.

If you do not agree to the modified Terms, you must discontinue use of the Service and may terminate your subscription as provided in Section 8.2.

14. Governing Law and Jurisdiction

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Company is incorporated, without regard to its conflict of law provisions:

14.2 Jurisdiction and Venue

Any disputes arising from these Terms or the Service shall be resolved exclusively in the courts of the applicable jurisdiction. You consent to the personal jurisdiction of such courts and waive any objections to venue.

15. Export Compliance

You agree to comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations and Canadian Export and Import Controls. You represent that you are not located in, under the control of, or a national or resident of any country to which export is prohibited.

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Company regarding the Service and supersede all prior agreements, whether written or oral.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.3 Waiver

Company's failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.

16.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without Company's prior written consent. Company may assign these Terms without restriction. Any prohibited assignment is void.

16.5 Force Majeure

Company shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

17. Contact Information

Resiliency Consulting Services Inc./LLC

Email: scott.wilson@resiliencyconsulting.com

Website: www.grateic.com

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.