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Terms of Service

Version 1.0 · Effective August 8, 2026.

Effective Date: August 8, 2026 · Version: 1.0

These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as GovernMark ("GovernMark", "we", "us"), and the customer subscribing to or using the Service, the Customer (as defined in the Account section below).

The Service is for use by businesses — including B2B SaaS companies, professional services firms, and technology companies subject to enterprise vendor-security questionnaire requests. The Service is not for use by consumers.

1. The Service

1.1 GovernMark is a software-as-a-service application (the "Service") that helps businesses document their AI-governance posture in a structured, sealed Alignment Statement (the "Alignment Statement" or "Statement") aligned to the U.S. National Institute of Standards and Technology ("NIST") AI Risk Management Framework ("NIST AI RMF"). The Service guides the Customer through an AI-inventory questionnaire, maps declared AI uses to named RMF subcategories, identifies governance gaps, generates a SHA-256-sealed Alignment Statement, and exports pre-filled answers to the Shared Assessments Standardized Information Gathering ("SIG") questionnaire — whose SIG Lite/Core/Detail tiers fold in AI-governance content — and the Cloud Security Alliance AI Consensus Assessment Initiative Questionnaire ("AI-CAIQ," styled "AI CAIQ" in some CSA materials) formats.

1.2 Tier-specific features and limits (including any request-volume or usage bands) are described at governmark.com/pricing. Tier names, and the figures behind them, live on that page and are never restated in these Terms. Tier names: Attestation, Renewal & Registry, Plus, Deal Rescue. Figures live at governmark.com/pricing and are never restated here.

1.3 Business Use Only. The Service is intended for use by businesses for business purposes.

1.4 GovernMark Is Software, Not a Certification or Audit Service. GovernMark is a software vendor providing AI-inventory documentation and attestation-generation tooling. GovernMark does NOT:

The Alignment Statement is a self-attested posture aligned to the NIST AI RMF based solely on information the Customer declares. See §6 for the full disclaimer language.

1.5 GovernMark and the NIST AI RMF. The NIST AI RMF is a voluntary framework published by the U.S. National Institute of Standards and Technology. There is no NIST certification for the AI RMF; no certification body exists. GovernMark is not affiliated with, endorsed by, sponsored by, or officially recognized or supported by NIST, any other U.S. federal or state government agency, or the U.S. Government in any way. GovernMark does not predict, forecast, or represent how NIST, any other government agency, or any regulator will assess, review, or act on any Customer's AI governance posture or Alignment Statement, and GovernMark does not act, and is not authorized to act, on behalf of NIST, any other government agency, or the U.S. Government in any capacity. Using GovernMark does not create a NIST certification, an ISO/IEC 42001 certification, or any government-recognized status. GovernMark's Alignment Statement, marketing pages, and app UI render as plain text/typography only — no seal, badge, ribbon, watermark, or certificate-style graphic, or other supportive-looking insignia — so no surface visually or verbally suggests such affiliation, endorsement, sponsorship, official recognition, predictive authority, or action on any government agency's behalf.

2. Account

2.1 In these Terms, "you" and "Customer" mean the company or other legal entity identified when the account is created. If no such entity is identified, or none exists, "you" and "Customer" mean the individual accepting these Terms, acting in a personal capacity.

2.1a These Terms are an agreement between GovernMark and the Customer. The individual accepting these Terms represents that they hold full authority to bind the Customer. Accepting these Terms, creating an account, or using the Service binds the Customer.

2.1b By granting account access — to a person or to an automated agent — the Customer authorizes the signing of records in the Service on its behalf, and records signed through that access bind the Customer.

2.1c The Customer determines who holds account access and is responsible for revoking access from any individual who is no longer authorized to sign on the Customer's behalf.

2.1d The Service's confirmation of any signing is limited to what that record's certificate states; the Customer is responsible for any further verification it requires.

2.2 Each seat is for a single named individual. Seat-sharing is prohibited. Team members are managed through the Settings → Team flow under flat single-tenant membership.

2.3 The Customer is responsible for maintaining the accuracy of account information, including the AI inventory declared in the wizard. GovernMark generates outputs from Customer-declared inputs only; accuracy of the Alignment Statement depends entirely on accuracy of the inputs.

3. Subscriptions, Pricing, Billing

3.1 Attestation (one-time). The $1,500 Attestation purchase gives the Customer access to the Alignment Studio wizard for one session → one issued, sealed Alignment Statement + questionnaire exports + gap list. The Statement is issued on completion of the wizard; the fee is collected at checkout.

3.2 Renewal & Registry ($490/yr). Annual subscription; requires an issued Attestation. Includes annual re-issue of the Statement and framework-change alerts. 30-day notice for pricing changes.

3.3 Plus ($2,490/yr). Annual subscription; requires an issued Attestation. Includes all Renewal & Registry features plus the ISO/IEC 42001 readiness crosswalk output and multi-AI-system inventory management for larger estates.

3.4 Deal Rescue ($2,500 one-time). A one-time expedite purchase: 48-hour turnaround on the Statement and both SIG and AI-CAIQ questionnaire exports. Available whether or not the Customer holds a Renewal & Registry or Plus subscription.

3.5 Pricing and changes at governmark.com/pricing. 30-day notice for material price changes on active subscriptions.

3.6 Billing via Stripe.

3.7 Refunds. One-time Attestation and Deal Rescue fees are non-refundable once the corresponding Statement is issued. Renewal & Registry and Plus fees are non-refundable for the then-current annual term except pro rata on our material breach or on discontinuation under §11; any refund is paid within 30 days after the effective date of termination.

3.8 Taxes. Sales, use, VAT, and similar taxes we are required to collect are collected and remitted through Stripe Tax, our payment processor's tax-collection service. This is the same mechanism for every brand in the Ellis Intelligence LLC portfolio; no brand collects tax outside Stripe Tax.

3.9 No Service-Level Credits or Refunds. The Service carries no uptime or response-time commitment. No service credit, fee credit, refund, or other remedy arises from any delay, outage, missed response target, or unmet support expectation. The §12.1 limited-warranty remedy and the §10.2 pro-rata refund on our own discontinuation remain the only remedies.

4. Customer Data; AI Inventory Inputs; Flat Multi-Tenancy

4.1 Ownership. As between us, you own all Customer Data you submit ("Customer Data"), including your organization name, AI-system declarations (names, purposes, oversight descriptions, vendor/model information), wizard answers, and the records the Service generates for you.

4.2 License to Us. You grant us a limited license to host, store, transmit, display, and process Customer Data solely to provide the Service (including generating your Alignment Statement, Gap Map, and questionnaire exports, and monitoring frameworks for drift on Renewal & Registry/Plus tiers).

4.3 No Training / No Selling. We do not sell or share Customer Data, and we do not use it to train any AI/ML model or to improve a Service used by other customers. See governmark.com/privacy. Where the Data Processing Addendum (governmark.com/dpa) and these Terms conflict as to the processing of Customer Data, the DPA controls. Our current subprocessors are listed at governmark.com/subprocessors.

4.4 Self-Reported Inputs — Customer Accuracy Responsibility. The Alignment Statement is generated solely from information the Customer enters into the wizard. GovernMark does not independently verify, audit, or validate the accuracy of the Customer's declared AI-system information, governance posture, or oversight practices. The Customer bears sole responsibility for the accuracy and completeness of the inputs. An Alignment Statement generated from inaccurate inputs is inaccurate. GovernMark does not invent, supplement, or improve upon declared inputs; what the Customer declares is what the Statement reflects.

4.5 Flat Per-Tenant Isolation. Each business is one tenant. Single-level isolation is enforced: every tenant-scoped read and write routes through tenant-scoping helpers that raise if the scope is missing, so no tenant can access another tenant's data. There is no nested tenancy and no white-label resale in v1.

5. Acceptable Use

5.1 No reverse engineering, no scraping, no building a competing product from the Service, no resale. The full Acceptable Use Policy, incorporated into these Terms, is published standalone at governmark.com/acceptable-use.

5.2 Accuracy of Declarations. Do not intentionally enter false or misleading information about your AI systems, governance practices, or oversight posture. An Alignment Statement generated from intentionally false inputs is a misrepresentation; GovernMark disclaims all liability for damages arising from the Customer's knowing misrepresentation. The Customer is solely responsible for the accuracy of the self-attestation inputs.

6. Service Outputs, Attestation Scope, and Disclaimers

6.1 Self-Attestation, Not Certification. Every Alignment Statement includes, prominently in the document body (non-optional, hard-wired into the template), the following language:

"This is a self-attested posture aligned to the NIST AI Risk Management Framework based on information provided by the organization. It is NOT a NIST certification, an ISO/IEC 42001 certification, or an independent audit. The NIST AI RMF is voluntary and not certifiable. This document should be reviewed by qualified counsel before use in any regulatory or legal context."

The Statement's header and footer separately, and always, display the issuing entity (GovernMark, a product of Ellis Intelligence LLC), the framework and version, the issuance date, and the document's SHA-256 seal hash — none of that metadata is optional or removable either. This language cannot be removed, modified, or watered down in any Statement the Service generates. The seal, the disclaimer language, and this metadata are rendered as plain text/typography only, on the document face and on every customer-facing surface — no seal graphic, badge, ribbon, watermark, or certificate-style image is used anywhere, regardless of whether it references NIST, ISO, or any other body, so that the output never visually resembles a third-party validation mark.

6.2 Zero Invented Posture. Every met or partial status in the Alignment Statement maps to a specific declared answer and evidence note. GovernMark's mapping engine does not assign met status to a subcategory without a corresponding Customer declaration. If the Customer did not declare a posture, the subcategory shows gap.

6.3 No Guarantee of Acceptance. GovernMark does not guarantee that any enterprise reviewer, procurement team, auditor, or regulator will accept the Alignment Statement as satisfying their specific requirements. The Statement's usefulness depends on the accuracy and completeness of the Customer's inputs and on the enterprise reviewer's own requirements. GovernMark provides a best-practice framework-aligned document; GovernMark cannot control what any third party accepts.

6.4 Framework Currency. On Renewal & Registry and Plus tiers, GovernMark monitors for material updates to referenced frameworks (NIST AI RMF, the Shared Assessments SIG, AI-CAIQ) and re-issues the Statement on material change. However, GovernMark does not guarantee that it will detect every framework update on the day of publication. Customers with active Renewal & Registry/Plus subscriptions who become aware of a material framework update should notify GovernMark via the in-app support channel.

6.5 ISO/IEC 42001 Readiness (Plus tier). The ISO/IEC 42001 readiness crosswalk is a self-assessment output based on Customer declarations. It is NOT an ISO 42001 certification, NOT a legal opinion, and NOT a determination by any regulatory authority. The Plus tier output is a documentation tool only; the Customer must consult qualified counsel for specific legal obligations.

6.6 No Autonomous Distribution. GovernMark does not distribute, publish, transmit, or share an Alignment Statement with any enterprise reviewer, procurement team, auditor, or regulator on the Customer's behalf; the Customer decides if, when, and with whom to share an issued Statement.

7. Immutable Statements; Versioning

7.1 An Alignment Statement is immutable once issued (status = 'issued'). No modification path exists for issued Statements; a new Statement may be generated (as a new version with a superseded link to the prior), but the prior Statement is not modified or deleted.

7.2 Statement versioning is displayed in the Attestation Library. The SHA-256 hash is computed over the canonical content JSON at generation time; any post-issuance modification would produce a hash mismatch detectable by any third party.

8. Intellectual Property

GovernMark and Ellis Intelligence LLC retain all rights to the Service, the RMF mapping engine, the Statement generator, the questionnaire export engine, and the GovernMark platform. The Customer owns the Alignment Statement content generated from their specific inputs. The Customer may share, distribute, and use their Alignment Statements for their legitimate business purposes (including providing them to enterprise reviewers and procurement teams), subject to the disclaimer language that must appear on every Statement.

9. Warranty Disclaimer; Limitation of Liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." GOVERNMARK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. GOVERNMARK MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ALIGNMENT STATEMENT WILL BE ACCEPTED BY ANY THIRD PARTY, WILL SATISFY ANY LEGAL OR REGULATORY OBLIGATION, OR WILL CONSTITUTE A DEFENSE AGAINST ANY CLAIM.

TO THE FULLEST EXTENT PERMITTED BY LAW, GOVERNMARK'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM. GOVERNMARK SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY FINDING, INQUIRY, INVESTIGATION, OR ENFORCEMENT ACTION BY ANY REGULATORY, ADMINISTRATIVE, OR ENFORCEMENT BODY OF ANY KIND ARISING FROM ANY ALIGNMENT STATEMENT OR OTHER SERVICE OUTPUT. This cap does not apply to either party's indemnification obligations under §10. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than GovernMark bearing the burden of having disclaimed each one individually.

10. Indemnification

10.1 Stated in the contract you execute. Both indemnities — ours for IP infringement and yours — are stated in full on the face of §6 (Indemnification) of the GovernMark Engagement & Tiers SOW, together with the claim procedure. That §6 is the indemnification block carried on the face of the click-signed Order Form you accept, rendered above the agree control. Those provisions govern; this §10 is a cross-reference and does not restate them.

10.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW §6, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §10 indemnity (the §9 liability-cap carve-out), the reference is to SOW §6.

11. Term and Termination

11.1 Attestation tier: the engagement is complete on Statement issuance. No ongoing term.

11.2 Renewal & Registry / Plus subscriptions: annual term; either party may cancel any time, effective at the end of the then-current annual term. On cancellation, the Customer retains access to previously issued Statements in the Library but the re-issuance and monitoring service ends.

11.3 GovernMark may suspend or terminate access for material breach of these Terms, including intentional input misrepresentation (§5.2), or for non-payment.

11.4 On discontinuation of the Service, GovernMark will provide 30-day notice and export access for all issued Statements.

12. General

12.1 Governing Law. Colorado law, without conflict-of-law rules.

12.2 Entire Agreement. These Terms (including the §6 disclaimers) + governmark.com/privacy constitute the entire agreement. No oral modifications.

12.3 Severability. If any provision is unenforceable, the remainder continues in full force.

12.4 Acceptance on Use. Use of the Service constitutes acceptance of these Terms as of the date of first use.

12.5 Notices. Written notice under these Terms (including price-change, cancellation, and discontinuation notices) may be given by email to the Customer's account or billing contact or by in-product notice, and is deemed given when sent or first displayed. Any notice period runs from that date; failure to read a notice does not extend it. A cancellation or termination takes effect at the end of the applicable notice period.

12.6 Assignment; Change of Control. Customer may not assign these Terms, in whole or in part, whether by operation of law, merger, or change of control, without GovernMark's prior written consent; any attempted assignment in violation of this sentence is void. GovernMark may, without Customer's consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of its rights and obligations under them, in whole or in part, (a) to a successor or acquirer in connection with a merger, acquisition, or sale of substantially all of GovernMark's business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. Upon such an assignment, all of GovernMark's rights and obligations under these Terms pass to the assignee, the assignee assumes GovernMark's obligations arising after the assignment, and Customer's continued use of the Service constitutes acknowledgment of the assignee as "GovernMark" going forward. A change in GovernMark's ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms, and does not trigger any Customer right of termination, consent, first refusal, most-favored-nation, audit, or refund. This §12.6 controls over any contrary term in a Customer purchase order or procurement addendum.

12.7 Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for §5, §8, or §10 breaches.