ControlSense.ai Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE CONTROLSENSE.AI WEBSITE, PLATFORM, OR ANY SERVICES PROVIDED BY CONTROLSENSE, LLC. (COLLECTIVELY, THE "SERVICE"), YOU ("USER" OR "YOU") AGREE TO BE BOUND BY THESE TERMS OF SERVICE ("TERMS" OR "AGREEMENT"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("CUSTOMER"), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE "USER," "YOU," OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

This Agreement is entered into between ControlSense LLC ("ControlSense," "We," "Us," or "Our"), and the User accessing or using the Service.

1. The Service

ControlSense provides a proprietary, software platform known as ControlSense.ai. The Service leverages generative artificial intelligence (GenAI) technologies to assist internal auditors, risk managers, and compliance professionals with tasks including, but not limited to, internal audit workflow automation, controls testing design and documentation, evidence management, risk assessment analysis, and the generation of related audit documentation (collectively, the "Service"). The Service is designed to enhance efficiency and effectiveness in GRC (Governance, Risk, and Compliance) functions.

2. Account Registration and Access

• Eligibility: You must be at least 18 years of age and possess the legal authority to enter into this Agreement. If using the Service on behalf of a Customer entity, you represent and warrant that you have the authority to bind that entity.
• Registration: Access to the Service requires registration and opening an account. You agree to provide accurate, truthful, current, and complete information during the registration process and to maintain and promptly update such information.
• Account Security: You are solely responsible for maintaining the confidentiality of your account credentials (including passwords) and for all activities conducted through your account. You agree to notify ControlSense immediately of any suspected or actual unauthorized use of your account or any other breach of security. ControlSense will not be liable for losses caused by any unauthorized use of your account.
• Authorized Users (Enterprise Customers): Customer entities are responsible for identifying and managing their authorized users, ensuring their compliance with these Terms, and are liable for the actions or omissions of their authorized users.

3. License Grant and Restrictions

• License: Subject to the terms and conditions of this Agreement, and payment of any applicable fees, ControlSense grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the applicable term to access and use the Service solely for Your internal business purposes related to internal audit, risk management, and compliance activities.
• Restrictions on Use: You shall not, directly or indirectly, and shall not permit any third party to:
  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Service or any software, documentation, or data related to the Service.
  • Modify, translate, or create derivative works based on the Service.
  • Use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party (except as expressly permitted for authorized users within Your organization).
  • Remove any proprietary notices or labels.
  • Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights.
  • Upload or transmit malicious code, viruses, Trojan horses, worms, or other harmful software.
  • Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
  • Attempt to gain unauthorized access to the Service or its related systems or networks.
  • Use the Service in violation of any applicable laws, regulations, or professional standards.

4. User Content and Data

• Responsibility for User Content: You are exclusively responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all data, information, documents, materials, and other content uploaded, submitted, or otherwise transmitted by You or Your authorized users in connection with the Service ("User Content"). You represent and warrant that You have obtained all necessary rights, consents, and permissions to provide User Content to the Service and that doing so does not violate any laws or third-party rights.
• License to ControlSense (General): You retain all ownership rights in Your User Content. However, You grant ControlSense and its necessary subcontractors a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, transfer, process, analyze, modify, and display User Content solely to the extent necessary to provide, maintain, secure, and improve the Service for You under this Agreement and our Privacy Policy.
• Data Security (Paid Subscriptions): For active, paid subscriptions, ControlSense will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of User Content not designated as Trial Data (as defined below).
• CRITICAL PROVISION: FREE TRIAL DATA USAGE AND CONSENT
  • Acknowledgement and Consent: You acknowledge and explicitly agree that any User Content You, or Your authorized users, upload, input, generate, or otherwise provide to the Service during any free trial, evaluation period, beta program, pilot, proof-of-concept, or similar non-paid or pre-paid evaluation access ("Free Trial") is considered "Trial Data".
  • Broad License Grant for Trial Data: Notwithstanding any other provision herein or in any associated privacy policy, You grant ControlSense an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, unrestricted right and license to access, use, process, store, copy, modify, aggregate, anonymize (where feasible, but without obligation), analyze, create derivative works from, and incorporate such Trial Data into ControlSense's algorithms, datasets, and AI models.
  • Purpose of Trial Data Usage: This license permits ControlSense to use Trial Data for its business purposes, including but not limited to:
    • Training, testing, validating, refining, and improving ControlSense's generative AI models, algorithms, and the overall Service.
    • Developing new features, products, or services.
    • Conducting research, development, and performance analytics.
  • Potential for Information Disclosure: YOU UNDERSTAND AND AGREE THAT AS A RESULT OF THIS USAGE, TRIAL DATA, OR LEARNINGS, PATTERNS, AND DERIVATIVES THEREOF (EVEN IF IN AGGREGATED OR DE-IDENTIFIED FORM), MAY BECOME PART OF THE UNDERLYING AI MODELS. CONSEQUENTLY, INSIGHTS OR INFORMATION DERIVED FROM YOUR TRIAL DATA MAY INFLUENCE OR BE INCORPORATED INTO OUTPUTS GENERATED BY THE SERVICE FOR OTHER USERS, BOTH DURING AND AFTER YOUR FREE TRIAL PERIOD. THE OUTPUTS PROVIDED TO OTHER USERS MAY THEREFORE BE INFORMED BY YOUR TRIAL DATA.
  • Obligation Regarding Sensitive Information: GIVEN THE BROAD USAGE RIGHTS GRANTED AND THE POTENTIAL FOR DERIVED INFORMATION TO BECOME AVAILABLE TO OTHERS, YOU AGREE NOT TO UPLOAD OR PROVIDE ANY TRIAL DATA THAT IS HIGHLY SENSITIVE, CLASSIFIED, SUBJECT TO STRICT REGULATORY OR CONTRACTUAL CONFIDENTIALITY OBLIGATIONS (E.G., MATERIAL NON-PUBLIC INFORMATION, PERSONAL HEALTH INFORMATION UNDER HIPAA, CARDHOLDER DATA UNDER PCI-DSS, CERTAIN GOVERNMENT DATA), OR CONTAINS SENSITIVE PERSONAL DATA THAT YOU ARE UNWILLING OR UNABLE TO HAVE USED IN THE MANNER DESCRIBED OR POTENTIALLY EXPOSED, EVEN INDIRECTLY, TO OTHER USERS. Your act of submitting Trial Data during a Free Trial constitutes Your explicit consent to these terms and Your representation that You have the right to grant this license for such data.
• Feedback: If You provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information regarding the Service ("Feedback"), You grant ControlSense a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Service or any other products or services without obligation or compensation to You.

5. Intellectual Property Rights

• ControlSense IP: As between You and ControlSense, ControlSense owns all right, title, and interest, including all related Intellectual Property Rights, in and to the ControlSense technology, the Service, the underlying AI models, algorithms, know-how, and any documentation or content provided by ControlSense (excluding User Content). This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service or the Intellectual Property Rights owned by ControlSense. The ControlSense name, logo, and the product names associated with the Service are trademarks of ControlSense or third parties, and no right or license is granted to use them.
• User Content IP: As between You and ControlSense, You own all right, title, and interest in and to Your User Content, subject to the licenses granted herein.

6. Fees, Payment, and Taxes (Applicable to Paid Services)

• Fees: You agree to pay all fees specified in applicable order forms or subscription agreements ("Order Form"). Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
• Invoicing and Payment: Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information.
• Taxes: Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities ("Taxes"). You are responsible for payment of all Taxes associated with Your purchases hereunder, excluding only taxes based on ControlSense's net income.

7. Term and Termination

• Term: This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated. The term of each subscription shall be as specified in the applicable Order Form or, for Free Trials, as determined by ControlSense.
• Termination for Cause: A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
• Termination of Free Trial: ControlSense reserves the right to terminate any Free Trial access at any time for any reason or no reason, without liability. You may discontinue use of a Free Trial at any time.
• Effect of Termination: Upon termination or expiration, Your license rights terminate, and You must cease all use of the Service. You shall pay any unpaid fees. Upon request by You made within 30 days after the effective date of termination or expiration of a paid subscription, ControlSense will make Your User Content (excluding Trial Data incorporated into models per Section 4) available for export or download as provided in the documentation. After that 30-day period, ControlSense will have no obligation to maintain or provide any User Content and may thereafter delete or destroy all copies unless legally prohibited. Provisions that by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and the specific terms regarding Trial Data usage) shall survive.

8. Confidentiality (Excluding Trial Data)

• Definition: "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your User Content (specifically excluding Trial Data). ControlSense Confidential Information includes the Service, its underlying technology, performance information, and the terms of this Agreement.
• Protection: The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written consent.
• Compelled Disclosure: The Receiving Party may disclose Confidential Information if compelled by law, provided the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
• Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
• Trial Data Exclusion: Trial Data is expressly excluded from the definition of Confidential Information and is not subject to the obligations of this Section 8. Its use is governed solely by Section 4.

9. Warranties and Disclaimers

• Authority: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
• Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CONTROLSENSE AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED OR ERROR-FREE OPERATION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
• GenAI Disclaimer: YOU ACKNOWLEDGE THAT THE SERVICE UTILIZES GENERATIVE ARTIFICIAL INTELLIGENCE. SUCH TECHNOLOGY IS EXPERIMENTAL AND MAY PRODUCE OUTPUTS THAT ARE INACCURATE, INCOMPLETE, BIASED, OR UNEXPECTED ("HALLUCINATIONS"). CONTROLSENSE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, SUITABILITY, OR RELIABILITY OF ANY OUTPUTS GENERATED BY THE SERVICE. USERS, ESPECIALLY INTERNAL AUDIT PROFESSIONALS, ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VALIDATING, VERIFYING, AND EDITING ALL OUTPUTS FOR ACCURACY, APPROPRIATENESS, COMPLIANCE WITH PROFESSIONAL STANDARDS, LEGAL REQUIREMENTS, AND INTERNAL POLICIES BEFORE ANY USE OR RELIANCE. YOU USE THE SERVICE AND RELY ON ITS OUTPUTS AT YOUR OWN RISK.

10. Limitation of Liability

• Exclusion of Indirect Damages: IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Liability Cap: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CONTROLSENSE AND ITS LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. FOR FREE TRIAL USERS, CONTROLSENSE'S TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100.00).
• Basis of Bargain: The disclaimers, exclusions, and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and ControlSense would not be able to provide the Service on an economic basis without such limitations.

11. Indemnification

You agree to defend, indemnify, and hold harmless ControlSense, its officers, directors, employees, agents, and licensors from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) a claim alleging that use of the User Content (including Trial Data) infringes the rights of, or has caused harm to, a third party; (b) a claim alleging Your violation of applicable laws or regulations; (c) a claim arising from Your breach or alleged breach of this Agreement, including Your warranties and obligations hereunder; or (d) Your use of the Service outputs in a manner inconsistent with the disclaimers and responsibilities outlined herein.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your Chosen State, e.g., New Jersey or Delaware], without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in [Your Chosen City, State, e.g., Newark, New Jersey or Wilmington, Delaware]. The parties waive any right to jury trial and agree that any arbitration or legal action shall be conducted on an individual basis and not in a class, consolidated, or representative action.

13. General Provisions

• Modifications: ControlSense reserves the right to modify these Terms at any time. We will notify You of material changes by posting the revised Terms on the Service or by other means. Your continued use of the Service after the effective date of the revised Terms constitutes Your acceptance of the changes.
• Entire Agreement: This Agreement, including any Order Forms and the ControlSense Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
• Assignment: You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without ControlSense's prior written consent. ControlSense may assign this Agreement in its entirety without Your consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
• Relationship of the Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
• Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
• Waiver: No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
• Notices: Notices must be in writing and will be deemed given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the first business day after sending by email (provided email is not returned as undeliverable). Notices to ControlSense shall be sent to [Your Legal Contact Email or Address]. Notices to You shall be sent to the address or email address You provide upon registration.
• Contact Information: For questions regarding these Terms, please contact ControlSense at: support@controlsense.ai