Terms of Service

These Terms of Service (“Terms”) are a legal agreement between you (“you,” “Customer,” or “Client”) and ERM Pilot, Inc. (“ERM Pilot,” “we,” “us,” or “Provider”) governing your access to and use of our website and software platform (the “Service”).

By creating an account, clicking “I agree,” or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent and warrant you have authority to bind that organization, and “you” includes that organization.

1. The Service

ERM Pilot provides an enterprise risk management software platform, including features that may use automated or AI-assisted functionality.

We may change or update the Service over time, including adding, removing, or modifying features. We will not materially reduce core paid features during an active paid subscription term except for security, legal, or operational reasons.

2. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract.

You are responsible for:

• maintaining the confidentiality of login credentials,
• all activity under your account,
• ensuring your users (if any) comply with these Terms.

You must provide accurate information and keep it current.

3. Plans: Free Access and Paid Subscriptions

3.1 Free Tier

We may offer a free tier (“Free Access”). Free Access may include limits (e.g., users, data, features, usage thresholds) and may change over time.

Free Access is provided “as is” and may be modified, suspended, or discontinued at any time, for any reason, including to protect the Service, enforce these Terms, or manage capacity.

3.2 Paid Plans

We may offer paid subscriptions (“Paid Plans”) with additional features, limits, and pricing displayed in-product or on our website.

When you upgrade, you agree to pay the fees and taxes associated with the Paid Plan (“Fees”). Paid Plans begin when you complete checkout and continue until canceled in accordance with these Terms.

3.3 Trials, Promotions, and Credits

We may offer trials, credits, or promotional pricing. Trial and promotional terms may be limited and may convert to a paid subscription unless canceled before the trial ends (if disclosed at signup).

4. Billing, Renewals, Cancellations

4.1 Payment Processing

You authorize ERM Pilot (and our payment processor) to charge your payment method for Fees, applicable taxes, and any plan changes.

4.2 Renewals

Unless otherwise stated at checkout, Paid Plans renew automatically for the same billing period (monthly or annual) until canceled.

4.3 Plan Changes

If you upgrade mid-cycle, you may be charged immediately (prorated or full, depending on what we present during checkout). If you downgrade, the downgrade typically takes effect at the end of the current billing period unless we state otherwise.

4.4 Cancellation

You may cancel a Paid Plan at any time through your account settings (if available) or by emailing support@ermpilot.com. Cancellation stops future renewals. Fees already paid are non-refundable except where required by law or expressly stated at checkout.

4.5 Nonpayment

If payment fails or is overdue, we may suspend or downgrade your account (including to Free Access), and/or terminate your access.

4.6 Taxes

Fees are exclusive of all taxes, levies, and duties (including VAT, GST, sales/use, and similar), except taxes based on ERM Pilot's net income. You are responsible for paying all applicable taxes. If ERM Pilot is required to collect or remit taxes, we will charge the applicable taxes to you unless you provide a valid tax exemption certificate.

4.7 Payment Authorization; Billing Information

You authorize ERM Pilot (and our payment processor) to charge your selected payment method for Fees, taxes, and any other amounts due under these Terms. You are responsible for maintaining current, complete, and accurate billing information (including payment method and contact details). We may retry failed charges, and you remain responsible for all amounts due.

4.8 Payment Disputes; Billing Errors

If you believe we have billed you incorrectly, you must contact us within 60 days of the disputed charge and provide reasonable supporting information. The parties will work in good faith to resolve disputes promptly. Failure to raise a dispute within this period waives your claim to a billing adjustment for that charge, to the extent permitted by law.

4.9 Chargebacks; Collection Costs

If you initiate a chargeback or payment reversal, we may suspend access to the Service while the dispute is pending. If the chargeback is denied or otherwise resolved in our favor, you agree to pay the disputed amount plus any fees charged to ERM Pilot by the payment processor or card network. We may use reasonable collection efforts for overdue amounts, and you agree to reimburse reasonable costs of collection (including reasonable attorneys' fees), where permitted by law.

5. Acceptable Use and Restrictions

You will not (and will not permit others to):

• use the Service for unlawful, harmful, or abusive activities;
• attempt to reverse engineer, decompile, or discover source code or underlying algorithms (except to the extent prohibited by law);
• interfere with or disrupt the Service or bypass rate limits or access controls;
• probe, scan, or test the vulnerability of the Service without our prior written consent;
• copy, modify, create derivative works of, or benchmark the Service to build a competing product/service;
• upload malicious code or content designed to disrupt or compromise systems.

We may suspend or terminate access for violations or suspected violations.

6. Customer Data and Prohibited Data

6.1 Your Data

You retain ownership of data you submit to the Service (“Customer Data”). You grant us a limited license to host, process, transmit, and display Customer Data solely to provide, maintain, and improve the Service, provide support, and comply with law.

You are responsible for the accuracy, legality, and appropriateness of Customer Data and for obtaining any rights and consents needed for us to process it.

6.2 Prohibited Data (No GLBA NPI)

The Service is not intended to store or process, and you agree not to upload:

• GLBA Nonpublic Personal Information (NPI),
• electronic protected health information (ePHI),
• payment card data subject to PCI DSS,
• or other highly sensitive regulated data (including government-issued IDs, full account numbers, authentication secrets, or passwords), except as expressly agreed in writing by ERM Pilot.

If you upload prohibited data, you are responsible for doing so. We may delete such data and/or suspend the account, and we will reasonably cooperate (as feasible) to assist removal subject to technical limitations and backups.

7. Security and Privacy

7.1 Safeguards

We maintain administrative, technical, and physical safeguards designed to protect Customer Data. More details may be provided in a security exhibit, trust page, or upon request.

7.2 Privacy

Our collection and use of personal information is described in our Privacy Policy (linked on our public website). If you're using the Service for an organization, you are responsible for providing any notices and obtaining any consents required for your users.

7.3 Regulatory Requests; Audits

If you are subject to regulatory requirements that apply to your use of the Service, we will reasonably cooperate with you in responding to written requests from applicable regulators relating to the Service, to the extent permitted by law and subject to our confidentiality and security obligations. Any cooperation will be limited to information reasonably necessary to evaluate the Service and ERM Pilot's compliance obligations as a service provider. Unless prohibited by law, we will provide you prompt notice of any regulatory request directed to ERM Pilot that concerns your use of the Service. You agree to reimburse ERM Pilot for reasonable time and expenses incurred in providing such cooperation, unless otherwise required by law.

7.4 Insurance

During any period you are on a Paid Plan, ERM Pilot will maintain commercially reasonable general liability and cyber liability insurance coverage, available for review upon reasonable request.

8. AI-Assisted Features Disclaimer

The Service may include AI-assisted features. AI-generated outputs can be inaccurate or incomplete. You are responsible for reviewing, validating, and approving outputs before relying on them for decisions, reporting, or compliance purposes. ERM Pilot is not responsible for decisions made based on AI outputs.

9. Intellectual Property

We own and retain all rights to the Service, software, documentation, and related technology (“Provider Technology”). These Terms do not grant you ownership of Provider Technology.

You may not use our trademarks without prior written permission.

If you provide feedback or suggestions, you grant us the right to use them without restriction or obligation.

10. Confidentiality

10.1 Definition

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) 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. Customer Data is your Confidential Information. Provider Technology is our Confidential Information.

10.2 Use and Protection

The Receiving Party will:

• use Confidential Information only to perform under these Terms;
• protect it using reasonable care; and
• limit access to employees, contractors, and agents who need to know it and are bound by confidentiality obligations at least as protective as these Terms.

10.3 Exclusions

Confidentiality obligations do not apply to information that the Receiving Party can demonstrate:

• is or becomes public through no fault of the Receiving Party;
• was lawfully known by the Receiving Party without restriction before receipt from the Disclosing Party;
• is independently developed without use of the Confidential Information; or
• is lawfully received from a third party without breach of any obligation of confidentiality.

10.4 Compelled Disclosure

If the Receiving Party is required by law or court order to disclose Confidential Information, it will (to the extent permitted) give the Disclosing Party prompt notice and reasonably cooperate (at the Disclosing Party's expense) to seek protective treatment. The Receiving Party may disclose only the portion legally required.

10.5 Return/Destruction

Upon written request after termination, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, except it may retain copies as required by law or in routine backups subject to ongoing confidentiality protections.

11. Suspension and Termination

11.1 By You

You may stop using the Service at any time. For Paid Plans, cancellation rules in Section 4 apply.

11.2 By ERM Pilot

We may suspend or terminate your access:

• for violation or suspected violation of these Terms,
• to comply with law or requests from authorities,
• to protect the Service, other users, or our rights,
• for extended inactivity or nonpayment (for Paid Plans),
• or if providing the Service becomes impracticable for legal or operational reasons.

Where reasonably possible, we'll provide notice and an opportunity to cure.

12. Data Export, Deletion, and Retention

You can export Customer Data using available tools (if any) or by contacting support@ermpilot.com (reasonable fees may apply for custom exports).

After account termination:

• We will make reasonable efforts to allow export for 30 days.
• After that, we may delete Customer Data within 60 days, subject to legal obligations and backup retention.

Backups may persist for a limited time, but we will not actively process deleted data except for storage integrity and legal compliance.

13. Warranties and Disclaimers

To the extent permitted by law:

• Free Access is provided “as is” and “as available”, without warranties.
• For Paid Plans, we warrant the Service will materially conform to our documentation during the paid term when used as authorized, and we will use commercially reasonable efforts to correct material nonconformities.

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND ERM PILOT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. Limitation of Liability

To the maximum extent permitted by law:

• ERM Pilot will not be liable for indirect, incidental, special, consequential, punitive damages, or lost profits arising from or related to the Service.
• ERM Pilot's total liability for any claims in a 12-month period will not exceed the Fees you paid to ERM Pilot for the Service in the 12 months before the event giving rise to the claim.
• These limits do not apply to: (a) amounts you owe for Fees; (b) your indemnification obligations under Section 15.2; (c) your breach of Sections 5 (Acceptable Use and Restrictions), 9 (Intellectual Property), or 10 (Confidentiality); or (d) liabilities that cannot be limited by law.

15. Indemnification

15.1 By ERM Pilot (IP Infringement — Paid Plans Only)

For Paid Plans, we will defend you against third-party claims alleging the Service infringes U.S. intellectual property rights and pay damages finally awarded or approved settlements. This does not apply if the claim arises from misuse, unauthorized changes, combination with non-ERM Pilot services, or your data.

15.2 By You

You will defend and indemnify ERM Pilot from third-party claims arising from your Customer Data, your violation of law, or your breach of these Terms.

16. Dispute Resolution; Governing Law

16.1 Informal Resolution

Before filing a claim, each party agrees to attempt to resolve disputes informally by contacting the other party.

16.2 Arbitration

Any dispute not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with a single arbitrator. Arbitration will be conducted in English. Class and collective actions are waived to the extent permitted by law.

16.3 Equitable Relief

Either party may seek injunctive or equitable relief in court for misuse of intellectual property or breach of confidentiality.

16.4 Governing Law

These Terms are governed by the laws of the State of Delaware, excluding conflict-of-law rules. For equitable relief actions, the parties consent to jurisdiction in state and federal courts located in Dover, Delaware.

17. General Terms

• Assignment: You may not assign these Terms without our consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Publicity: We may use your name and logo to identify you as a customer in a manner consistent with how we reference other customers (for example, on our website). You may opt out at any time by emailing support@ermpilot.com.
• Subcontractors: We may use subcontractors to provide the Service but remain responsible for our obligations.
• Third-Party Services: The Service may enable integrations with, or provide access to, third-party websites, applications, services, or content (“Third-Party Services”). Third-Party Services are not part of the Service and are subject to their own terms and privacy policies. ERM Pilot does not control and is not responsible for Third-Party Services, including their availability, security, or content. If you enable Third-Party Services, you instruct us to share Customer Data as necessary to support the integration, and you are responsible for your configuration and use of Third-Party Services.
• Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
• Notices: Legal notices to ERM Pilot must be sent to support@ermpilot.com and/or the mailing address we provide on request. We may provide notices to you via email or in-product.
• Export Laws: You may not use the Service if you are located in a jurisdiction subject to U.S. embargoes or if you are prohibited from receiving the Service under applicable export control or sanctions laws. You represent that you are not listed on any U.S. government list of prohibited or restricted parties and will not use the Service for any prohibited end use (including nuclear, chemical, or biological weapons proliferation).
• Changes to Terms: We may update these Terms from time to time. If changes are material, we will provide notice (email or in-product). Continued use after the effective date constitutes acceptance.
• Entire Agreement: These Terms (and referenced policies) are the entire agreement for the Service and supersede prior discussions.
• Severability; Waiver: If any provision is unenforceable, the remainder remains in effect. Waivers must be in writing.

Contact Information

If you have any questions about these Terms of Service, please contact us at: