Client Service Agreement

GridHand agrees to provide the Client with access to the GridHand AI platform, which includes:

• AI-powered worker agents that automate business communications (SMS, notifications, reminders, and follow-ups) on behalf of the Client's business.
• A client dashboard for configuring workers, reviewing activity logs, and managing account settings.
• Connections to third-party business tools through our integration layer, enabling workers to read from and write to Client's existing systems.
• Technical support via email at support@gridhand.ai.
• Platform updates and improvements at GridHand's discretion.

GridHand targets 99.5% platform uptime but does not guarantee uninterrupted availability. Planned maintenance windows will be announced in the dashboard with reasonable advance notice. Unplanned outages will be communicated as promptly as possible.

Services are provided as described in these terms and in the plan description the Client selected at signup. GridHand reserves the right to modify, add, or discontinue features with reasonable notice.

This section supplements the GridHand Privacy Policy and establishes the data processing relationship between the parties.

Roles

For purposes of applicable data protection law, the Client is the data controller with respect to end-customer personal data (customer phone numbers, names, and contact information). GridHand AI LLC is the data processor, processing that data only on the Client's instructions and only to deliver the contracted services.

GridHand's data obligations

• Process end-customer data only to deliver SMS automations and related services the Client has configured.
• Not share end-customer data with third parties except SMS carriers (Twilio, Telnyx) required for delivery.
• Maintain appropriate technical and organizational security measures, including encryption in transit and at rest.
• Notify the Client within 72 hours of discovering any security incident that may have compromised Client or end-customer data.
• Delete end-customer data upon Client's written request, subject to any retention requirements imposed by law (e.g., TCPA consent records for 5 years).

Client's data obligations

• Obtain and document valid consent from end customers before adding them to any GridHand automation.
• Promptly notify GridHand of any end-customer deletion or opt-out requests that originate outside the GridHand platform (e.g., a customer who calls to ask to be removed).
• Maintain the Client's own consent records. GridHand logs are not a substitute for the Client's TCPA consent documentation.
• Not upload Protected Health Information (PHI) under any circumstances. GridHand is not HIPAA-compliant and may not be used by healthcare providers or covered entities.

Subscription fees are charged monthly in advance on the Client's billing date. All prices are listed in U.S. dollars and are exclusive of applicable taxes.

GridHand IP. The GridHand platform, software, AI systems, brand assets, documentation, and all related intellectual property are owned exclusively by GridHand AI LLC. This Agreement grants the Client a limited, non-exclusive, non-transferable, revocable license to use the GridHand platform solely for the Client's own internal business operations during the term of this Agreement.

Client IP. The Client retains full ownership of its business data, customer data, and all content it provides to configure GridHand. The Client grants GridHand a limited license to use that content only to provide the contracted services.

No reverse engineering. The Client may not reverse-engineer, decompile, disassemble, or attempt to extract the source code of any GridHand software. The Client may not build competing products using knowledge derived from the GridHand platform.

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent.

Confidential Information means any non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to: pricing, product roadmaps, technical architecture, customer lists, and business strategies.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) must be disclosed by law or court order, provided the disclosing party gives prompt notice where legally permitted.

Confidentiality obligations under this section survive termination of this Agreement for a period of three (3) years.

Termination by Client. The Client may cancel their subscription at any time from the dashboard Billing tab. Cancellation takes effect at the end of the current billing period. Workers continue running until that date.

Termination by GridHand — with cause. GridHand may terminate this Agreement immediately upon written notice if the Client:

• Materially breaches this Agreement and fails to cure the breach within 10 business days of written notice.
• Uses the platform to send illegal, prohibited, or TCPA-violating messages.
• Provides materially false information about their business or customers.
• Fails to resolve a payment failure within 14 days.
• Engages in activity that exposes GridHand or other clients to legal liability.

Termination for cause does not entitle the Client to a refund of any prepaid fees.

Termination by GridHand — without cause. GridHand may terminate this Agreement without cause upon 30 days written notice. In such cases, GridHand will provide a pro-rated refund for the unused portion of the current billing period.

Effect of termination. Upon termination:

• All AI workers cease operation.
• Client has 30 days to export their data through the dashboard.
• GridHand retains data only as required by the Privacy Policy retention schedule and applicable law.
• Sections 5 (IP), 6 (Confidentiality), 8 (Liability), 9 (Indemnification), and 10 (Governing Law) survive termination.

Client indemnification. Client agrees to indemnify, defend, and hold harmless GridHand AI LLC, its members, officers, employees, agents, and service providers from and against all claims, liabilities, damages, losses, fines, penalties, and attorney fees arising from:

• Client's violation of this Agreement or any applicable law, including the TCPA and state telemarketing statutes.
• Client's failure to obtain required prior express written consent from end customers before sending automated SMS messages.
• Any claim by an end customer or third party arising from messages sent through the GridHand platform on Client's behalf.
• Client's provision of inaccurate, misleading, or unauthorized data to the GridHand platform.
• Client's breach of any representation made in this Agreement.

GridHand indemnification.GridHand will indemnify Client against third-party claims arising solely from GridHand's material breach of this Agreement or GridHand's infringement of a third party's intellectual property rights in the platform itself (excluding Client-provided content).

This Agreement is governed by the laws of the State of Wisconsin, without regard to conflict-of-law principles. Any dispute arising under or related to this Agreement that cannot be resolved informally between the parties will be submitted to the exclusive jurisdiction of the state or federal courts located in Milwaukee County, Wisconsin.

Both parties consent to personal jurisdiction in Milwaukee County, Wisconsin and waive any objection to venue in those courts.

Before initiating formal legal proceedings, the party seeking relief agrees to notify the other party in writing and allow 30 days for the parties to attempt to resolve the dispute in good faith.

This Agreement, together with the Terms of Service, Privacy Policy, and SMS Terms & Compliance page (each incorporated herein by reference), constitutes the entire agreement between GridHand and the Client with respect to the GridHand platform and supersedes all prior and contemporaneous agreements, understandings, negotiations, or representations.

In the event of any conflict between this MSA and the Terms of Service, this MSA governs with respect to the specific subject matter it addresses.

If any provision of this Agreement is held to be unenforceable, the remaining provisions continue in full force and effect. GridHand's failure to enforce any provision is not a waiver of its right to do so later.

This Agreement may be amended only by a written instrument signed by both parties, or as described in the Changes section of the Terms of Service.

For questions about this Agreement, legal notices, or to request a signed copy: