Effective Date: February 19, 2026
These Terms of Service ("Terms") govern your access to and use of the website, products, and services provided by Grayfile LLC ("Grayfile," "we," "us," or "our"), including grayfile.com (the "Site") and our products: Grayfile Diligence, Grayfile Insights, and Grayfile QSR (collectively, the "Services"). By accessing the Site or using the Services, you agree to be bound by these Terms. If you do not agree, you may not use the Site or Services.
The Services are intended for use by businesses and professionals. By accessing or using the Services, you represent that you are at least 18 years old and have the authority to bind the organization on whose behalf you are using the Services. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to accept these Terms on that entity's behalf.
Certain features of the Services require you to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately if you become aware of any unauthorized access to or use of your account.
We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security risk.
You may use the Site and Services only for lawful business purposes and in accordance with these Terms. You agree not to:
You retain all rights to the data you upload to or process through the Services ("Your Data"). By using the Services, you grant Grayfile a limited, non-exclusive license to access, process, and analyze Your Data solely for the purpose of providing the Services to you.
We do not claim ownership of Your Data. We do not use Your Data to train models, develop new products, or for any purpose beyond delivering the Services you have requested, unless you provide explicit written consent. Our handling of Your Data is further described in our Privacy Policy.
All content, features, functionality, software, designs, and branding associated with the Site and Services including text, graphics, logos, and underlying technology are the property of Grayfile or its licensors and are protected by intellectual property laws. These Terms do not grant you any right to use Grayfile's name, logo, or trademarks without our prior written consent.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription or engagement.
The Services generate reports, analyses, and other outputs based on Your Data ("Outputs"). You own the Outputs generated from Your Data. However, you acknowledge that Outputs are produced through automated analysis and are intended to support, not replace, professional judgment and decision-making.
Grayfile does not guarantee that Outputs are error-free or suitable for any particular regulatory, legal, or investment purpose. You are solely responsible for how you use and rely upon Outputs generated by the Services.
Access to certain features of the Services may require payment of fees. Fee structures, billing terms, and payment schedules will be set forth in a separate order form, subscription agreement, or statement of work between you and Grayfile. Unless otherwise agreed in writing, all fees are non-refundable.
We reserve the right to modify our pricing with reasonable advance notice. Continued use of the Services after a pricing change constitutes acceptance of the updated fees.
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services ("Confidential Information"). Confidential Information does not include information that is publicly available, independently developed, or lawfully received from a third party without restriction.
Each party agrees to use the other's Confidential Information only for purposes of performing under these Terms and to protect it with at least the same degree of care it uses for its own confidential information.
The Services may integrate with or contain links to third-party services, platforms, or tools. Grayfile does not control and is not responsible for any third-party services. Your use of third-party services is governed by their respective terms and policies.
The Site and Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Grayfile disclaims all warranties, 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 Services will be uninterrupted, error-free, or secure, or that any defects will be corrected. We do not warrant that Outputs will meet specific regulatory, legal, or business requirements.
To the fullest extent permitted by law, Grayfile and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, arising out of or related to your use of the Site or Services, regardless of the theory of liability.
In no event shall Grayfile's total cumulative liability to you exceed the total fees paid by you to Grayfile in the twelve (12) months preceding the event giving rise to the claim.
You agree to indemnify, defend, and hold harmless Grayfile and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any third-party rights.
These Terms remain in effect for as long as you use the Site or Services. We may suspend or terminate your access to the Services at any time, with or without cause, upon reasonable notice. You may stop using the Services at any time.
Upon termination, your right to access the Services will cease immediately. Sections of these Terms that by their nature should survive termination including intellectual property, limitation of liability, indemnification, and governing law, will remain in effect.
We may update these Terms from time to time. When we make material changes, we will revise the effective date at the top of this page and, where appropriate, provide additional notice. Your continued use of the Site or Services after changes take effect constitutes your acceptance of the updated Terms.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Grayfile's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. These Terms, together with any applicable order form or subscription agreement, constitute the entire agreement between you and Grayfile regarding the Services and supersede any prior agreements.
If you have questions about these Terms, please contact us:
Grayfile LLC
Email: legal@grayfile.com