Guardion.AI — AI Security and Observability Platform
These Terms of Service ("Agreement") constitute a legally binding contract between the entity or individual agreeing to these terms ("Customer," "you," or "your") and Metatext AI LLC, a Delaware limited liability company ("Guardion," "we," "us," or "our"), governing your access to and use of the Guardion.AI platform, including the web console, APIs, documentation, and all related services (collectively, the "Service").
By accessing or using the Service, clicking "I Agree," or executing an Order Form that references this Agreement, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement.
1. Acceptance of Terms
1.1. Binding Agreement. This Agreement is effective as of the date you first access or use the Service or execute an Order Form referencing this Agreement (the "Effective Date"). If you do not agree to these terms, you must not access or use the Service.
1.2. Modifications. We may update this Agreement from time to time by posting a revised version on our website or notifying you via email. Material changes will be communicated at least thirty (30) days in advance. Your continued use of the Service after the effective date of any modification constitutes your acceptance of the updated terms. If you do not agree to the modified terms, your sole remedy is to terminate your account in accordance with Section 14.
1.3. Order Forms. The Service may be procured through one or more order forms, statements of work, or subscription agreements ("Order Forms") executed by the parties. In the event of a conflict between this Agreement and an Order Form, the Order Form shall prevail with respect to the subject matter of that Order Form.
2. Definitions
For the purposes of this Agreement, the following terms have the meanings set forth below:
"Authorized User" means any individual who is authorized by Customer to access and use the Service under Customer's account, including employees, contractors, and agents of Customer.
"Customer Data" means all data, content, information, and materials that Customer or its Authorized Users upload, submit, transmit, or otherwise make available through the Service, including but not limited to logs, configurations, API traffic, prompts, model outputs, and metadata.
"Documentation" means the technical documentation, user guides, API references, and other instructional materials made available by Guardion in connection with the Service.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and any other intellectual property or proprietary rights recognized under applicable law.
"Order Form" means any ordering document, subscription agreement, or statement of work executed by the parties that references this Agreement and specifies the scope, pricing, and term of the Service.
"Personal Data" has the meaning given to it under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the California Consumer Privacy Act ("CCPA"), as applicable.
"Service" means the Guardion.AI cloud-hosted platform, including the web console, APIs, integrations, and all related features and functionalities provided by Guardion.
"Subscription Term" means the period during which Customer is authorized to access and use the Service, as specified in the applicable Order Form or subscription plan.
"Usage Data" means anonymized, aggregated data derived from Customer's use of the Service that does not identify Customer or any individual, used solely for the purposes of operating, improving, and maintaining the Service.
3. Service Description
3.1. Platform Overview. Guardion.AI is a cloud-hosted, software-as-a-service (SaaS) platform that provides AI security and observability capabilities for generative AI ("GenAI") systems. The Service enables Customers to monitor, secure, and manage their AI applications through a web-based console and programmatic API access.
3.2. Features. The Service may include, without limitation, the following capabilities: AI traffic inspection and logging, policy enforcement, threat detection, content filtering, prompt analysis, model output monitoring, analytics dashboards, alerting, and integration with third-party systems. The specific features available to Customer depend on the subscription plan selected.
3.3. Updates and Changes. Guardion reserves the right to modify, enhance, or discontinue any feature or functionality of the Service at any time. We will provide reasonable advance notice of any material changes that adversely affect Customer's use of the Service. Guardion shall not be liable for any modification, suspension, or discontinuation of any feature that does not materially degrade the core functionality of the Service.
3.4. Documentation. Guardion will make Documentation available to Customer for the purpose of facilitating Customer's use of the Service. The Documentation is incorporated into this Agreement by reference.
4. Account Registration and Security
4.1. Account Creation. To access the Service, Customer must register for an account by providing accurate, current, and complete information as required during the registration process. Customer agrees to update such information promptly to keep it accurate and complete.
4.2. Account Security. Customer is responsible for maintaining the confidentiality and security of all account credentials, including passwords, API keys, and access tokens. Customer shall implement reasonable security measures, including the use of multi-factor authentication ("MFA") where available. The Service supports Single Sign-On ("SSO") via Security Assertion Markup Language ("SAML") integration, and Guardion encourages Customers to leverage SSO and MFA to enhance account security.
4.3. Authorized Users. Customer is responsible for all activities that occur under its account, whether or not authorized by Customer. Customer shall ensure that all Authorized Users comply with this Agreement. Customer shall promptly notify Guardion of any unauthorized access to or use of its account.
4.4. Account Suspension. Guardion reserves the right to suspend or disable Customer's account, in whole or in part, if Guardion reasonably believes that (a) Customer's account has been compromised; (b) Customer is in material breach of this Agreement; or (c) continued access poses a security risk to the Service or other customers. Guardion will provide notice of any such suspension and work with Customer to resolve the underlying issue promptly.
5. Acceptable Use Policy
5.1. Permitted Use. Customer may use the Service solely for its internal business purposes in accordance with this Agreement, the applicable Order Form, and the Documentation.
5.2. Prohibited Conduct. Customer shall not, and shall not permit any Authorized User or third party to:
(a) use the Service in violation of any applicable law, regulation, or governmental order;
(b) use the Service to infringe upon the Intellectual Property Rights or other rights of any third party;
(c) attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service;
(d) interfere with or disrupt the integrity, performance, or availability of the Service or any data contained therein;
(e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service;
(f) use the Service to develop a competing product or service, or to perform competitive benchmarking or analysis without Guardion's prior written consent;
(g) resell, sublicense, lease, or distribute access to the Service to any third party, except as expressly permitted in an Order Form;
(h) transmit any malicious code, virus, worm, or other harmful software through the Service;
(i) use the Service in a manner that exceeds applicable rate limits, usage quotas, or other technical restrictions; or
(j) remove, alter, or obscure any proprietary notices, labels, or markings on or within the Service.
5.3. Enforcement. Guardion reserves the right to investigate any suspected violation of this Section 5 and to take appropriate action, including suspension or termination of Customer's access to the Service, removal of offending content, and cooperation with law enforcement authorities.
6. Customer Data and Ownership
6.1. Customer Ownership. As between the parties, Customer retains all right, title, and interest in and to all Customer Data. Nothing in this Agreement transfers any ownership rights in Customer Data to Guardion.
6.2. License to Guardion. Customer grants Guardion a limited, non-exclusive, worldwide, royalty-free license to access, use, process, store, and transmit Customer Data solely for the purpose of providing, maintaining, and improving the Service in accordance with this Agreement and Guardion's Privacy Policy.
6.3. No Secondary Use. Guardion shall not use Customer Data for any purpose other than providing and operating the Service as described in this Agreement. Without limiting the foregoing, Guardion shall not sell, share, or disclose Customer Data to any third party except as expressly authorized by Customer or required by applicable law.
6.4. Data Portability. Upon Customer's written request, Guardion shall make Customer Data available for export in a commonly used, machine-readable format. Guardion will provide reasonable assistance in connection with data portability requests.
6.5. Data Deletion. Upon termination of this Agreement or upon Customer's written request, Guardion shall delete or return all Customer Data in its possession within thirty (30) days, except to the extent that retention is required by applicable law or regulation. Guardion shall certify such deletion in writing upon Customer's request.
6.6. Data Security. Guardion shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, as further described in Guardion's security documentation and any applicable Data Processing Agreement.
7. Intellectual Property
7.1. Guardion IP. Guardion and its licensors retain all right, title, and interest in and to the Service, including all software, technology, algorithms, models, interfaces, Documentation, and any improvements or derivative works thereof. This Agreement does not grant Customer any rights in the Service except for the limited right to access and use the Service as expressly set forth herein.
7.2. Feedback. If Customer provides Guardion with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), Customer hereby grants Guardion a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate such Feedback into the Service or any other Guardion product or service without obligation or compensation to Customer.
7.3. Trademarks. Neither party grants the other any right to use its trademarks, logos, or trade names, except as expressly agreed in writing. Customer grants Guardion the right to identify Customer as a user of the Service in Guardion's marketing materials, unless Customer opts out by providing written notice to Guardion.
7.4. Usage Data. Guardion may collect and use Usage Data for purposes of operating, analyzing, improving, and benchmarking the Service. Usage Data is the property of Guardion and shall not be considered Customer Data.
8. Fees and Payment
8.1. Subscription Fees. Customer shall pay all fees specified in the applicable Order Form or subscription plan ("Fees"). Unless otherwise stated in an Order Form, all Fees are quoted in United States dollars and are non-refundable.
8.2. Billing and Payment Terms. Guardion will invoice Customer in accordance with the billing frequency specified in the Order Form (e.g., monthly or annually). Payment is due within thirty (30) days of the invoice date, unless otherwise specified. All payments shall be made by the method specified in the Order Form or as otherwise agreed by the parties.
8.3. Taxes. All Fees are exclusive of applicable taxes, levies, duties, and similar governmental assessments ("Taxes"). Customer is responsible for all Taxes, excluding taxes based on Guardion's net income. If Guardion is required to collect or remit Taxes on Customer's behalf, such amounts will be invoiced to Customer.
8.4. Late Payments. Overdue amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If Customer's account is more than thirty (30) days overdue, Guardion reserves the right to suspend access to the Service upon ten (10) days' prior written notice, without prejudice to any other rights or remedies available to Guardion.
8.5. Price Changes. Guardion may adjust Fees upon renewal of the Subscription Term by providing at least sixty (60) days' prior written notice before the start of the renewal term.
8.6. Disputes. Customer must notify Guardion in writing of any billing dispute within thirty (30) days of the invoice date. The parties shall cooperate in good faith to resolve any such dispute. Undisputed amounts remain due and payable in accordance with this Section 8.
9. Service Level and Availability
9.1. Availability. Guardion shall use commercially reasonable efforts to maintain the availability of the Service in accordance with the service level commitments specified in the applicable Order Form or Service Level Agreement ("SLA"). In the absence of a separate SLA, Guardion targets a monthly uptime percentage of ninety-nine and nine-tenths percent (99.9%) for the production Service.
9.2. Scheduled Maintenance. Guardion may perform scheduled maintenance on the Service from time to time. Guardion will provide reasonable advance notice of scheduled maintenance windows that are expected to result in service disruption.
9.3. Exclusions. Service availability calculations exclude downtime resulting from (a) scheduled maintenance; (b) force majeure events as described in Section 19; (c) Customer's acts or omissions, including misconfiguration; (d) failures of third-party services or infrastructure not within Guardion's reasonable control; or (e) Customer's breach of this Agreement.
9.4. Remedies. If the Service fails to meet the applicable availability commitment, Customer's sole and exclusive remedy shall be the service credits specified in the applicable SLA. If no SLA is in effect, Customer may request a pro-rata credit for the period of unavailability, which Guardion shall evaluate in good faith.
9.5. Support. Guardion shall provide technical support in accordance with the support plan associated with Customer's subscription tier. Support requests may be submitted to support@guardion.ai or through the Service's support portal.
10. Confidentiality
10.1. Definition. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, technical specifications, Customer Data, pricing, security reports, and the terms of this Agreement.
10.2. Obligations. The Receiving Party shall (a) use the Disclosing Party's Confidential Information solely for the purposes of exercising its rights and fulfilling its obligations under this Agreement; (b) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and (c) not disclose the Disclosing Party's Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section 10.
10.3. Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
10.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party (a) gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted); (b) cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) discloses only the minimum amount of Confidential Information necessary to comply with the requirement.
10.5. Duration. The obligations set forth in this Section 10 shall survive for a period of three (3) years following the termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.
11. Warranties and Disclaimers
11.1. Mutual Warranties. Each party represents and warrants that (a) it has the legal power and authority to enter into this Agreement; (b) it will comply with all applicable laws and regulations in its performance under this Agreement; and (c) it will not knowingly introduce any malicious code into the Service or Customer's systems.
11.2. Guardion Warranties. Guardion warrants that (a) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (b) Guardion will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.
11.3. Remedies for Breach of Warranty. If the Service fails to conform to the warranty in Section 11.2(a), Customer shall notify Guardion in writing within thirty (30) days of discovering the non-conformity. Guardion shall, at its sole option, (i) use commercially reasonable efforts to correct the non-conformity, or (ii) if Guardion is unable to correct the non-conformity within a reasonable period, terminate the affected subscription and refund any prepaid Fees on a pro-rata basis for the unused portion of the Subscription Term.
11.4. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 11, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." GUARDION HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GUARDION DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT OR DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GUARDION OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
11.5. AI Disclaimer. Customer acknowledges that the Service provides security and observability tools for AI systems but does not guarantee the accuracy, reliability, or safety of any AI model outputs or third-party AI systems monitored through the Service. Guardion shall not be liable for any decisions made or actions taken by Customer in reliance on data, analytics, or recommendations provided by the Service.
12. Limitation of Liability
12.1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO GUARDION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3. Exceptions. The limitations set forth in Sections 12.1 and 12.2 shall not apply to (a) either party's indemnification obligations under Section 13; (b) Customer's breach of Section 5 (Acceptable Use Policy); (c) Customer's payment obligations under Section 8; (d) either party's breach of Section 10 (Confidentiality); or (e) liability arising from a party's gross negligence, willful misconduct, or fraud.
12.4. Basis of the Bargain. Customer acknowledges that Guardion has set its Fees and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties set forth herein, and that these provisions form an essential basis of the bargain between the parties.
13. Indemnification
13.1. Indemnification by Guardion. Guardion shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, demands, lawsuits, and proceedings ("Claims") alleging that Customer's authorized use of the Service infringes a third party's Intellectual Property Rights, and shall pay any damages finally awarded against Customer or amounts agreed in settlement by Guardion, provided that Customer (a) promptly notifies Guardion in writing of the Claim; (b) grants Guardion sole control of the defense and settlement of the Claim; and (c) provides reasonable cooperation and assistance to Guardion in the defense of the Claim, at Guardion's expense.
13.2. Remedies for Infringement. If the Service becomes, or in Guardion's reasonable opinion is likely to become, the subject of an infringement claim, Guardion may, at its sole option and expense, (a) procure the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing without materially diminishing its functionality; or (c) if neither (a) nor (b) is commercially feasible, terminate the affected subscription and refund any prepaid Fees on a pro-rata basis for the unused portion of the Subscription Term.
13.3. Exclusions. Guardion shall have no obligation under this Section 13 to the extent a Claim arises from (a) modifications to the Service made by or on behalf of Customer; (b) Customer's use of the Service in combination with third-party products, services, or data not provided by Guardion; (c) Customer's use of the Service in a manner not authorized by this Agreement or the Documentation; or (d) Customer's continued use of a version of the Service after Guardion has provided an updated, non-infringing version.
13.4. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Guardion and its officers, directors, employees, and agents from and against any Claims arising from (a) Customer Data or Customer's use of the Service in violation of this Agreement or applicable law; (b) any breach of Customer's representations or warranties under this Agreement; or (c) any dispute between Customer and its end users or third parties relating to Customer's products or services.
13.5. Sole Remedy. This Section 13 states each party's sole and exclusive remedy and the other party's entire liability with respect to the subject matter of indemnification herein.
14. Term and Termination
14.1. Term. This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or been terminated in accordance with this Section 14.
14.2. Subscription Term. Each Subscription Term shall be as specified in the applicable Order Form. Unless otherwise stated in an Order Form, the Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
14.3. Termination for Cause. Either party may terminate this Agreement or any Order Form immediately upon written notice if the other party (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes the subject of a bankruptcy petition, insolvency proceeding, receivership, liquidation, or assignment for the benefit of creditors.
14.4. Termination for Convenience. Customer may terminate this Agreement for convenience at any time upon thirty (30) days' written notice to Guardion. Unless otherwise specified in an Order Form, early termination for convenience does not entitle Customer to a refund of prepaid Fees for the remainder of the then-current Subscription Term.
14.5. Effect of Termination. Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Service shall immediately cease; (b) each party shall return or destroy all Confidential Information of the other party in its possession, subject to applicable data retention requirements; (c) Guardion shall make Customer Data available for export for a period of thirty (30) days following termination, after which Guardion may delete all Customer Data; and (d) any accrued rights and obligations, including payment obligations for Services rendered prior to termination, shall survive.
14.6. Survival. The following provisions shall survive any termination or expiration of this Agreement: Sections 2, 6, 7, 8 (with respect to accrued obligations), 10, 11.4, 11.5, 12, 13, 14.5, 14.6, 15, 17, 18, and 19.
15. Data Protection
15.1. Roles. With respect to the processing of Personal Data through the Service, Customer is the data controller (or "business" under the CCPA) and Guardion is the data processor (or "service provider" under the CCPA). Guardion shall process Personal Data only on behalf of and in accordance with Customer's documented instructions.
15.2. Data Processing Agreement. To the extent that Guardion processes Personal Data on behalf of Customer, the parties shall enter into a Data Processing Agreement ("DPA"), which is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the DPA with respect to the processing of Personal Data, the DPA shall prevail.
15.3. Privacy Policy. Guardion's collection and use of information in connection with the Service is governed by the Guardion.AI Privacy Policy, available on Guardion's website. Customer acknowledges and agrees to the Privacy Policy as it may be updated from time to time.
15.4. No Secondary Use. Guardion shall not process Customer Data or Personal Data for any purpose other than providing the Service as set forth in this Agreement and the DPA. Guardion shall not sell, share, or otherwise make Customer Data or Personal Data available to third parties for their own commercial purposes.
15.5. Sub-processors. Guardion may engage sub-processors to assist in providing the Service, subject to the terms and conditions set forth in the DPA. Guardion shall maintain an up-to-date list of sub-processors and shall provide Customer with notice of any new sub-processor engagements as described in the DPA.
15.6. Security Incidents. Guardion shall notify Customer without undue delay upon becoming aware of any security incident involving unauthorized access to, or disclosure of, Customer Data or Personal Data. Such notification shall include, to the extent reasonably available, a description of the incident, the categories and approximate number of records affected, and the measures taken or proposed to address the incident.
16. Export Compliance
16.1. Compliance. Each party shall comply with all applicable export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, the International Traffic in Arms Regulations ("ITAR"), and the sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (collectively, "Export Control Laws").
16.2. Restrictions. Customer shall not, directly or indirectly, export, re-export, or transfer the Service or any technical data received from Guardion to any destination, entity, or person prohibited by Export Control Laws without first obtaining all required government authorizations.
16.3. Representations. Customer represents and warrants that (a) it is not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive U.S. trade sanctions; (b) it is not identified on any U.S. government restricted party list; and (c) it will not use the Service for any purpose prohibited by Export Control Laws, including the development, production, or stockpiling of weapons of mass destruction.
17. Governing Law
17.1. Applicable Law. This Agreement and any dispute or claim arising out of or relating to this Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles.
17.2. Jurisdiction. Subject to Section 18, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any dispute arising out of or relating to this Agreement.
18. Dispute Resolution
18.1. Informal Resolution. Prior to initiating any formal dispute resolution proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between senior representatives of each party. Either party may initiate informal dispute resolution by providing written notice to the other party describing the nature of the dispute.
18.2. Escalation Period. The parties shall have thirty (30) days from receipt of the notice described in Section 18.1 to resolve the dispute informally. If the dispute is not resolved within such period, either party may pursue the remedies set forth below.
18.3. Arbitration. Any dispute that is not resolved through informal negotiation under Section 18.1 shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, failing such agreement, appointed by the AAA. The arbitration shall take place in Wilmington, Delaware, or at such other location as the parties may mutually agree. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.
18.4. Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. Such judicial action shall not constitute a waiver of the right to arbitrate.
18.5. Costs. Each party shall bear its own costs and attorneys' fees in connection with any dispute resolution proceeding, unless the arbitrator determines that the circumstances warrant an allocation of costs to one party.
18.6. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
19. General Provisions
19.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.
19.2. Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent (a) to an affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement. Any attempted assignment in violation of this Section 19.2 shall be null and void.
19.3. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given (a) upon personal delivery; (b) one (1) business day after being sent by nationally recognized overnight courier; (c) upon confirmed transmission by email; or (d) three (3) business days after being sent by certified mail, return receipt requested. Notices to Guardion shall be sent to:
Metatext AI LLC Email: legal@guardion.ai
Notices to Customer shall be sent to the address or email associated with Customer's account or as otherwise specified in the applicable Order Form.
19.4. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of governmental authorities, power failures, telecommunications failures, internet outages, cyberattacks, or labor disputes ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order Form upon written notice.
19.5. Entire Agreement. This Agreement, together with all Order Forms, the DPA, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether oral or written.
19.6. Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy. A waiver of any provision shall be effective only if made in writing and signed by the waiving party.
19.7. Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
19.8. Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties and their permitted successors and assigns. No third party shall have any right to enforce any provision of this Agreement.
19.9. Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
19.10. Counterparts. Order Forms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and copies transmitted electronically shall be deemed original signatures for all purposes.
Contact Information
For questions regarding these Terms of Service, please contact:
Metatext AI LLC Email: legal@guardion.ai Support: support@guardion.ai
Copyright 2026 Metatext AI LLC. All rights reserved.