Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and the organization you represent (“you,” “Customer”) and Stewyrd, Inc. (“Stewyrd,” “we,” “us”). They govern your access to and use of the Stewyrd software platform (the “Platform”), the Stewyrd Advisory consulting services (the “Advisory Services,” and together with the Platform, the “Services”), and our websites.

By accessing or using the Services, clicking to accept, or signing an order or engagement letter that references these Terms, you agree to be bound by them. If you do not agree, do not use the Services.

PLEASE READ SECTION 17 CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS ACTIONS.

If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization.

• “Customer Content” means documents, data, and other materials you or your users submit to or generate through the Services, including grant agreements and the records derived from them.
• “Proposals” means the extractions, suggestions, dates, classifications, and other outputs the Platform generates from Customer Content using automated and AI-assisted processing, before a human reviews or approves them.
• “Users” means the individuals you authorize to access the Services under your account.
• “Order” means an order form, subscription, or engagement letter describing the Services purchased, fees, and any additional terms.

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are intended for organizations and their authorized personnel, not for personal, family, or household use.

You are responsible for all activity under your account and for keeping credentials confidential. You will ensure your Users comply with these Terms, promptly deactivate access for anyone who should no longer have it, and notify us of any suspected unauthorized access. You are responsible for the acts and omissions of your Users.

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for your organization’s internal business purposes during your subscription term.

You will not, and will not permit any User or third party to:

• copy, modify, translate, or create derivative works of the Services, or reverse engineer or attempt to derive source code except as permitted by law;
• resell, sublicense, rent, or provide the Services to third parties as a service bureau;
• access the Services to build a competing product or benchmark without our written consent;
• upload unlawful, infringing, or malicious content, or content you lack the right to submit;
• interfere with or disrupt the Services, circumvent usage limits or security, or access data you are not authorized to access;
• use the Services in violation of applicable law or third-party rights.

We may suspend access to prevent harm, protect the Services or other customers, or address a violation of these Terms, using reasonable efforts to notify you where practicable.

As between the parties, you own Customer Content. You grant us a worldwide, non-exclusive license to host, process, transmit, display, and otherwise use Customer Content solely to provide, secure, maintain, and improve the Services and as otherwise permitted in our Privacy Policy.

You represent that you have all rights and consents necessary to submit Customer Content and that its submission and processing will not violate any law or third-party right. You are responsible for the accuracy, quality, and legality of Customer Content and for your right to use it.

You may export Customer Content through the Services at any time during your subscription. Following termination, we may delete Customer Content in accordance with our Privacy Policy and retention practices; export your data before your account closes.

When we process personal information contained in Customer Content, we act as your “service provider” (and “processor”) and process it only on your documented instructions to provide the Services. We certify that we understand and will comply with the following restrictions required by the California Consumer Privacy Act, as amended (the “CCPA/CPRA”):

• we will not sell or share (as those terms are defined by the CCPA/CPRA) personal information in Customer Content;
• we will not retain, use, or disclose it except as necessary to perform the Services or as otherwise permitted by the CCPA/CPRA;
• we will not retain, use, or disclose it outside the direct business relationship between the parties;
• we will not combine it with personal information from other sources except as permitted by the CCPA/CPRA;
• we will impose these same obligations on any subprocessor we engage; and
• we will notify you without undue delay if we determine we can no longer meet these obligations, and you may take reasonable steps to stop and remediate unauthorized use.

Taking into account the nature of the processing, we will assist you in responding to individuals who exercise their privacy rights, and on termination we will delete or return personal information in Customer Content as described in our Privacy Policy, except where retention is required by law. If we agree to a separate data processing addendum (DPA), that DPA controls over these Terms for the personal information it covers.

The Platform uses automated and AI-assisted processing to read documents and generate Proposals — for example, extracting deadlines, reports, spending restrictions, and match requirements and suggesting dates and classifications.

PROPOSALS ARE SUGGESTIONS, NOT ADVICE OR DETERMINATIONS. They may be incomplete, inaccurate, or wrong. The Services are designed so that a human reviews and approves high-stakes items before they enter your records; you are responsible for reviewing every Proposal against the underlying source document and for all decisions you make. We do not warrant that Proposals are accurate, complete, or suitable for any purpose, and you agree not to rely on them as a substitute for your own review and professional judgment.

Advisory Services are professional consulting engagements described in a separate Order or engagement letter, which controls the specific scope, deliverables, fees, and staffing. Advisory Services are provided on a non-exclusive basis, and we perform them as an independent contractor.

STEWYRD ADVISORY PROVIDES FINANCE, ACCOUNTING, AND COMPLIANCE CONSULTING. IT DOES NOT PROVIDE LEGAL, TAX, INVESTMENT, OR AUDIT ATTESTATION SERVICES, DOES NOT ACT AS YOUR LAWYER, CERTIFIED PUBLIC ACCOUNTANT PROVIDING ASSURANCE, OR INDEPENDENT AUDITOR, AND NOTHING WE PROVIDE CREATES AN ATTORNEY-CLIENT OR AUDITOR RELATIONSHIP. You should obtain advice from qualified licensed professionals for legal, tax, and audit matters.

We do not guarantee any particular result, outcome, funding decision, audit finding, or savings. You remain responsible for your organization’s books, filings, decisions, and compliance.

Advisory deliverables are based on information you provide and are not independently verified or audited for completeness or accuracy; they are for your internal use and reliance only, and no third party may rely on them. We will perform Advisory Services in a professional and workmanlike manner and make no other standard-of-care commitment; we disclaim any fiduciary or “best efforts” standard.

The Services are tools to help you organize, track, and document your obligations. THEY DO NOT ENSURE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR YOUR COMPLIANCE WITH ANY GRANT, CONTRACT, LAW, REGULATION, OR FUNDER REQUIREMENT.

You are solely responsible for meeting your deadlines, reports, spending restrictions, match requirements, and all other obligations, and for the accuracy of what you submit to funders and regulators. TO THE FULLEST EXTENT PERMITTED BY LAW, STEWYRD IS NOT LIABLE FOR ANY MISSED DEADLINE, LATE, INCORRECT, OR OMITTED FILING, DISALLOWED OR UNALLOWABLE COST, CLAWBACK, RECAPTURE, PENALTY, LOSS OF FUNDING, OR OTHER CONSEQUENCE ARISING FROM YOUR OBLIGATIONS, WHETHER OR NOT THE SERVICES SURFACED, MISSED, OR MISCHARACTERIZED THE ITEM.

The Services are a supplemental aid, not your system of record for compliance and not a substitute for your own review. You are the sole determiner of your obligations and are solely responsible for independently verifying every date, amount, restriction, and requirement against the source document and the funder’s official requirements before relying on it. Your failure to do so is an intervening and superseding cause of any resulting loss. You acknowledge you have not relied on any statement, promise, or guarantee outside these Terms and the applicable Order — including any marketing statement about accuracy, completeness, or that any obligation will be captured — and that your own review is the control.

You will pay the fees stated in your Order. Unless the Order says otherwise, subscription fees are billed in advance and are non-refundable, Advisory Services are billed as described in the engagement letter, and all fees are exclusive of taxes, which you are responsible for (other than taxes on our net income).

Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend the Services for non-payment after notice. We may change fees for a renewal term or on at least 30 days’ notice for ongoing services.

The Services rely on third-party providers, including cloud hosting, database, email, and AI processing providers (our “subprocessors”). We remain responsible for their performance of the Services, but we are not responsible for third-party products, websites, or services you choose to use, and your use of them is governed by their terms.

We may offer features identified as beta, preview, early-access, or experimental. These are provided “as is,” without warranty or any service commitment, may be changed or withdrawn at any time, and are excluded from any indemnity, support, or availability commitment. Do not rely on a beta feature for a compliance-critical purpose.

We and our licensors own all rights in the Services, including the Platform, its software, models, workflows, look and feel, and all related intellectual property. Except for the limited rights granted here, no rights are transferred to you.

If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction. We may create and use aggregated and de-identified data derived from use of the Services (that does not identify you or any individual) to operate and improve our products.

Each party may receive the other’s confidential information. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and subprocessors with a need to know who are bound by confidentiality. Confidentiality obligations do not apply to information that is public, independently developed, or rightfully received from a third party, or where disclosure is required by law (with notice where permitted).

These Terms apply while you use the Services and for the term stated in your Order. Either party may terminate for the other’s material breach not cured within 30 days of notice. You may stop using the Services at any time; fees already due remain payable.

On termination, your right to use the Services ends. Sections that by their nature should survive — including Content ownership, disclaimers, limitations of liability, indemnification, confidentiality, and dispute resolution — survive.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT PROPOSALS OR OTHER OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY LAW, STEWYRD AND ITS OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST OR RECAPTURED FUNDING, CLAWBACKS, DISALLOWED COSTS, PENALTIES, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

STEWYRD’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO STEWYRD FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT, OR (B) ONE HUNDRED U.S. DOLLARS ($100). The $100 floor in clause (B) does not apply to Stewyrd’s liability for breach of its confidentiality or data-security obligations or its indemnification obligations, for which Stewyrd’s aggregate liability will instead not exceed the amounts you paid to Stewyrd in the 12 months before the event.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. Nothing in these Terms, however, excludes or limits either party’s liability for fraud or fraudulent misrepresentation, willful misconduct, gross negligence, death or personal injury caused by its negligence, its indemnification obligations, your payment obligations, or any liability that cannot be excluded or limited under applicable law, including California Civil Code § 1668.

You will defend, indemnify, and hold harmless Stewyrd and its officers, employees, and agents from and against any third-party claims, and any resulting losses, liabilities, damages, and reasonable costs and attorneys’ fees, arising out of or related to: (a) your Customer Content; (b) your or your Users’ use of the Services; (c) your violation of these Terms or applicable law; or (d) your obligations to funders, regulators, or other third parties. We will notify you of the claim, let you control the defense (with our reasonable cooperation), and not settle any claim admitting fault on our behalf without our consent.

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules. The parties will first try in good faith to resolve any dispute informally by written notice for 30 days.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. If not resolved informally, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS under its Comprehensive (or, where applicable, Streamlined) Arbitration Rules, before a single arbitrator, seated in California, and may be conducted by videoconference. The arbitrator has exclusive authority to decide any question about the interpretation, applicability, enforceability, or scope of this arbitration agreement. Filing and arbitrator fees are governed by the applicable JAMS rules and applicable law. Judgment on the award may be entered in any court of competent jurisdiction. This arbitration agreement concerns commercial disputes only and does not apply to any employment relationship.

CLASS-ACTION AND JURY-TRIAL WAIVER. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in the state or federal courts located in California to protect intellectual property or confidential information. You may opt out of this arbitration agreement by emailing legal@stewyrd.com with your name, organization, and a clear statement that you opt out, within 30 days of first accepting these Terms; opting out does not affect the rest of these Terms.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in the Services). Changes take effect on the stated date, and your continued use after that date constitutes acceptance. If you do not agree, stop using the Services.

Entire agreement & no reliance. These Terms, any Order, and the documents they incorporate are the entire agreement between the parties on this subject and supersede all prior or contemporaneous agreements, proposals, and representations. Each party acknowledges it has not relied on, and waives any claim based on, any representation, warranty, or promise not expressly stated here or in an Order. If there is a conflict, the order of precedence is: a signed DPA, then the applicable Order, then these Terms, then the Privacy Policy.

Assignment; relationship; no third-party beneficiaries. You may not assign these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, financing, or sale of assets. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the rest remains in effect. A party’s failure to enforce a provision is not a waiver. The parties are independent contractors; these Terms create no partnership, agency, employment, or fiduciary relationship and no third-party beneficiary rights.

Electronic dealings & notices. You consent to transact electronically and to receive records, disclosures, and notices from us electronically, including by email to your account address; clickwrap and electronically signed Orders are binding. Notices to us must be sent to the contact below.

Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including internet, hosting, cloud, or third-party AI-provider outages, utility or telecommunications failures, cyberattacks, acts of God, epidemic or pandemic, labor disputes, or government action. If such an event continues for more than 60 days, either party may terminate the affected Services on notice.

Time to bring claims; trade compliance. To the extent permitted by law, any claim arising out of or related to the Services must be brought within one year after it arises or it is permanently barred (this does not apply to the carve-outs in the Limitation of Liability section). You represent that you will comply with applicable U.S. export-control, sanctions (OFAC), and anti-corruption and anti-bribery laws, that you are not on a U.S. denied-parties or sanctions list, and that you are not located in an embargoed jurisdiction.

Publicity. Stewyrd may identify you as a customer and use your name and logo in customer lists and on our website; you may opt out at any time by notice to the contact below.

Survival. Sections that by their nature should survive termination survive, including Definitions, Customer Content, Data protection & service-provider terms, AI & automated features, Advisory Services, the Compliance disclaimer, accrued Fees, Intellectual property, Confidentiality, Disclaimer of warranties, Limitation of liability, Indemnification, Dispute resolution, and this General section.

Questions about these Terms? Contact Stewyrd, Inc. at legal@stewyrd.com.