Software Terms of Service

1. Introduction

Plan & Recover is a software platform designed to help organizations create, organize, manage, and maintain business continuity, disaster recovery, crisis management, operational resilience, and risk management documentation. The Platform provides tools, templates, workflows, assessments, dashboards, AI-assisted drafting features, and related planning support intended to assist Customers in developing their own internal plans and processes.

These Terms apply to all visitors, registered users, and Customers who access or use the Platform, whether through a free trial, paid subscription, pilot program, or other arrangement with GRM Solutions.

2. Acceptance of Terms

By creating an account, accessing the Platform, clicking "I Agree," or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer," "you," and "your" refer to that entity.

If you do not agree to these Terms, you may not access or use the Services.

3. Description of the Services

The Platform provides tools intended to support, not replace, an organization's own planning processes, including:

• Templates and structured workflows for business continuity, disaster recovery, crisis management, and operational resilience plans;
• Risk and resiliency assessment tools, scoring models, and dashboards;
• AI-assisted drafting features that generate suggested plan content, risk narratives, and related materials based on Customer-provided information;
• Tabletop exercise libraries, after-action report templates, and training materials;
• Reporting, document generation, and export functionality (including PDF and other formats); and
• Related account management, collaboration, and administrative features.

GRM Solutions may add, modify, or discontinue features of the Services from time to time, as described in Section 21.

4. Eligibility and Authority to Use the Platform

To use the Services, you must be at least 18 years old and capable of forming a binding contract. By registering for an account, you represent and warrant that:

1. All registration information you provide is accurate, current, and complete;
2. You have the authority to enter into these Terms on behalf of yourself or the entity you represent; and
3. Your use of the Services will comply with all applicable laws and regulations.

GRM Solutions reserves the right to refuse registration or access to any individual or entity at its sole discretion.

5. Account Registration and Security

5.1 Account Creation

To access most features of the Platform, you must register for an account and provide certain information. You agree to keep your account information accurate and up to date.

5.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify GRM Solutions immediately at support@planandrecover.com of any unauthorized use of your account or any other breach of security.

5.3 Administrator Accounts

If your organization designates one or more administrator accounts, those administrators may have the ability to create, modify, or remove user accounts, assign permissions, and access Customer Data within your organization's account. GRM Solutions is not responsible for disputes between a Customer's administrators and other users within the same account.

GRM Solutions is not liable for any loss or damage arising from your failure to safeguard your account credentials.

6. Subscription Plans, Fees, Billing, and Payment Terms

6.1 Subscription Plans and Terms

Access to the Platform is provided on a subscription basis according to the plan and subscription term selected at sign-up or as set forth in an applicable order form, quote, or ordering document (an "Order Form"). Subscription terms are available on either a one (1) year or a two (2) year basis, as selected by Customer ("Subscription Term"). Features, user limits, and storage may vary by plan tier.

6.2 Upfront Payment

Fees for the entire Subscription Term are due and payable in full, in advance, upon execution of the applicable Order Form or renewal of the subscription, regardless of whether the Subscription Term selected is one (1) year or two (2) years. There is no monthly or installment billing option unless expressly agreed in writing by GRM Solutions. Except as otherwise stated, fees are billed in accordance with the following terms: Net 0.

6.3 Taxes

Fees are exclusive of applicable taxes, levies, or duties, and you are responsible for payment of all such amounts, excluding taxes based on GRM Solutions' net income.

6.4 Late Payment and Non-Payment

If any fees are not paid when due, GRM Solutions may, in addition to any other remedies available, charge interest on overdue amounts, suspend access to the Services as described in Section 22, and pursue collection of amounts owed.

6.5 Term, Renewal, and Termination

Your subscription will remain in effect for the Subscription Term selected on your Order Form. Unless otherwise specified in an Order Form, subscriptions automatically renew for successive terms equal to the prior Subscription Term unless either party provides notice of non-renewal in accordance with the notice period stated in your Order Form (or, if none is stated, at least thirty (30) days prior to the end of the then-current Subscription Term).

You may elect not to renew, or may terminate the relationship effective at the end of your then-current paid Subscription Term, at any time by providing notice in accordance with this Section 6.5 or Section 22.2.

6.6 No Refunds for Early Termination

ALL FEES ARE PAID ANNUALLY OR BIENNIALLY IN ADVANCE AND ARE NON-REFUNDABLE. If you terminate your subscription, cancel your account, or otherwise discontinue use of the Platform at any time prior to the end of your then-current paid Subscription Term — for any reason or no reason, and whether such termination is initiated by you voluntarily or results from a termination for cause under Section 22.3 due to your breach — you will not be entitled to any refund of fees already paid, whether in whole, in part, or on a prorated basis.

Your right to access and use the Platform will continue through the end of the Subscription Term for which fees have been paid, notwithstanding any earlier notice of non-renewal or cancellation you may provide, unless your access is earlier suspended or terminated by GRM Solutions in accordance with Section 22.

6.7 Fee Changes

GRM Solutions may modify its fees for any subsequent Subscription Term upon renewal, with advance written notice to you. Fee changes will not apply retroactively to a then-current paid Subscription Term.

7. Free Trials, Pilots, or Beta Access

GRM Solutions may, at its discretion, offer free trials, pilot programs, or early/beta access to certain features ("Trial Services"). Trial Services are provided "AS IS" without warranty of any kind, may be modified or discontinued at any time, and may be subject to additional or different terms communicated at the time of access. Unless otherwise stated, Trial Services convert to a paid subscription, or terminate, at the end of the applicable trial period. GRM Solutions may limit functionality, data retention, or support availability for Trial Services.

8. Beta Components: InsuraCast™, AI Insights, and AI Chat Tool

The Platform includes certain features that are made available as part of a paid subscription but remain under ongoing development and active refinement, including without limitation the InsuraCast™ risk signal and scoring model, the AI Insights feature, and the AI Chat Tool (collectively, the "Beta Components").

With respect to the Beta Components, you acknowledge and agree that:

• The methodology, scoring logic, underlying models, prompts, and outputs of the Beta Components may change, be retrained, recalibrated, or otherwise modified by GRM Solutions at any time, without prior notice;
• Outputs of the Beta Components may be incomplete, inconsistent, inaccurate, or may vary between sessions or over time;
• GRM Solutions does not warrant that the Beta Components will operate without interruption or error, or that results will be consistent, reproducible, or fit for any particular purpose;
• GRM Solutions may temporarily limit, suspend, or modify the availability of any Beta Component at its discretion; and
• Use of and reliance on Beta Component outputs remains subject to Sections 18, 19, and 20.

Designation of a feature as a Beta Component does not reduce, suspend, or otherwise affect your payment obligations under Section 6. Fees for your subscription are not allocated or reduced based on the beta status of any particular feature, and the non-refund provisions of Section 6.6 apply regardless of whether you make use of, or are satisfied with, any Beta Component during your Subscription Term.

GRM Solutions may, at its discretion, remove the "Beta" designation from a Beta Component as it matures, or may discontinue a Beta Component entirely, in each case without liability to GRM Solutions, subject to Section 21.

9. Customer Responsibilities

You are solely responsible for:

• The accuracy and completeness of all information, data, and content you input into the Platform;
• Reviewing, validating, approving, customizing, implementing, testing, exercising, and maintaining any plans, templates, assessments, or other materials generated using the Platform;
• Ensuring that your use of the Platform complies with applicable laws, regulations, industry standards, and contractual obligations;
• Maintaining appropriate internal governance, sign-off, and version control over any plan before it is relied upon operationally; and
• Determining whether the Platform's tools and outputs are suitable for your organization's specific risk profile, industry, and regulatory environment.

The Platform is a planning and drafting tool. It does not implement, execute, or test your plans on your behalf, and it does not monitor your operational environment.

10. Permitted Use and Prohibited Use

10.1 Permitted Use

You may access and use the Services solely for your internal business purposes in accordance with these Terms and your applicable subscription plan.

10.2 Prohibited Use

You agree not to, and not to permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform;
• Copy, resell, sublicense, rent, lease, or distribute the Platform or any portion of it, except as expressly permitted;
• Use the Platform to build a competing product or service;
• Upload or transmit any content that is unlawful, infringing, defamatory, or that violates the rights of any third party;
• Introduce viruses, malware, or other harmful code, or attempt to gain unauthorized access to the Platform;
• Use automated means (bots, scrapers, etc.) to access the Platform except through approved APIs;
• Remove or alter any proprietary notices on the Platform or its outputs; or
• Use the Platform in violation of applicable export control, sanctions, or other laws.

GRM Solutions reserves the right to investigate and take appropriate action, including suspension or termination, against any account engaged in prohibited use.

11. User Content and Customer Data

11.1 Definition

"Customer Data" means any data, documents, templates, assessment responses, risk information, and other content that you or your authorized users upload, input, or generate using the Platform, excluding the Platform's underlying software, templates, and AI models.

11.2 Ownership

As between you and GRM Solutions, you retain all right, title, and interest in and to your Customer Data, subject to the underlying template and software rights retained by GRM Solutions as described in Section 12.

11.3 License to GRM Solutions

You grant GRM Solutions a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Data solely as necessary to provide, maintain, support, and improve the Services, and to create aggregated or de-identified data as described in Section 11.5.

11.4 Data Retention and Deletion

GRM Solutions will retain Customer Data in accordance with its data retention practices, generally for 90 days following termination of your account, after which Customer Data may be deleted, except as required to comply with legal obligations or resolve disputes.

11.5 Aggregated and De-Identified Data

GRM Solutions may use Customer Data in aggregated and de-identified form to develop, improve, and benchmark the Services, including AI features, industry insights, and analytics.

11.6 Backups

While GRM Solutions maintains reasonable backup and recovery practices for the Platform, you are responsible for maintaining your own copies of critical Customer Data and plan documents.

12. Ownership of the Platform and Intellectual Property

The Platform, including its software, source code, templates, scoring models, AI prompts and configurations, user interfaces, designs, trademarks (including "Plan & Recover" and "InsuraCast"), and all related intellectual property rights, are and will remain the exclusive property of GRM Solutions and its licensors.

All feedback, suggestions, or ideas you provide regarding the Platform may be used by GRM Solutions without restriction or compensation to you.

13. License Granted to Users

Subject to your compliance with these Terms and payment of applicable fees, GRM Solutions grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the applicable subscription term solely for your internal business purposes.

14. License Granted to GRM Solutions, LLC for Platform Operation

You grant GRM Solutions a limited, non-exclusive license to use, copy, process, and display your Customer Data solely to the extent necessary to operate, maintain, secure, and improve the Platform, provide customer support, and comply with applicable law.

15. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to protect the other party's Confidential Information using at least a reasonable degree of care and use it solely to perform obligations under these Terms.

These obligations do not apply to information that is publicly available without breach, is independently developed, or is required to be disclosed by law.

16. Data Privacy and Security

GRM Solutions implements administrative, technical, and physical safeguards designed to protect Customer Data. Our collection, use, and processing of personal data is described in our Privacy Policy. You are responsible for ensuring that any personal data you input into the Platform is provided in compliance with applicable privacy laws.

You agree to notify GRM Solutions promptly if you become aware of any unauthorized access to your account or Customer Data.

17. Third-Party Services and Integrations

The Platform may integrate with third-party services ("Third-Party Services"), including AI model providers. Your use of any Third-Party Services is subject to the applicable third party's terms and privacy policies. GRM Solutions does not control and is not responsible for Third-Party Services.

18. AI-Generated Content and User Responsibility

The Platform includes AI-assisted features that generate draft plan language, risk narratives, scoring outputs, recommendations, and other content ("AI Output"). By using these features, you acknowledge and agree that:

• AI Output may be incomplete, inaccurate, outdated, generic, or unsuitable for your organization;
• AI Output is provided as a drafting aid only, and is not a substitute for professional judgment;
• You are solely responsible for reviewing, editing, fact-checking, and validating any AI Output before relying on it;
• GRM Solutions does not warrant that AI Output is accurate, complete, current, or compliant with any law or standard; and
• AI Output should be reviewed by qualified personnel before any operational, regulatory, financial, or risk-related decision is made.

GRM Solutions disclaims all liability arising from your reliance on AI Output without independent review and validation.

19. No Professional, Legal, Insurance, or Regulatory Advice

The Platform is provided for general informational and planning purposes only. Nothing on the Platform constitutes legal, regulatory, insurance, financial, cybersecurity, or other professional consulting advice.

Use of the Platform does not create any professional advisory relationship between you and GRM Solutions. GRM Solutions will provide professional advisory services only pursuant to a separate written engagement.

20. Business Continuity Plan Disclaimer

GRM Solutions does NOT guarantee:

• That any plan created using the Platform will be effective, complete, or sufficient for your organization's actual risks;
• Any particular operational, financial, or recovery outcome in the event of an actual disruption;
• Compliance with any specific law, regulation, standard, or contractual requirement;
• Approval or favorable treatment by any regulator, auditor, insurer, or other third party; or
• Any reduction in risk or favorable insurance pricing as a result of using the Platform.

You remain solely responsible for the adequacy, testing, exercising, implementation, and ongoing maintenance of your organization's continuity, recovery, crisis management, and risk programs.

21. Availability, Maintenance, and Service Modifications

GRM Solutions will use commercially reasonable efforts to make the Platform available, but does not guarantee uninterrupted or error-free operation. The Platform may be unavailable due to scheduled maintenance, emergency maintenance, updates, or factors outside GRM Solutions' reasonable control.

GRM Solutions may modify, update, or discontinue features of the Services from time to time and will use reasonable efforts to provide advance notice of any modification that materially reduces core functionality of a paid subscription.

22. Suspension and Termination

22.1 Suspension

GRM Solutions may suspend your access immediately if you fail to pay fees when due, your use poses a security risk or violates these Terms, or suspension is required to comply with applicable law.

22.2 Termination for Convenience

Either party may decline to renew effective at the end of the then-current Subscription Term. Termination for convenience prior to the end of a paid Subscription Term does not entitle Customer to any refund, as described in Section 6.6.

22.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice.

23. Effect of Termination

Upon termination or expiration: your right to access the Platform will cease (except as provided in Section 6.5); you remain responsible for fees owed and no fees already paid will be refunded; you will have 30 days to export your Customer Data; and surviving provisions will remain in effect.

24. Disclaimers of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRM SOLUTIONS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY.

GRM SOLUTIONS' TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

26. Indemnification

26.1 By Customer

You agree to defend, indemnify, and hold harmless GRM Solutions from claims arising out of your Customer Data, your use of the Platform in violation of these Terms, your reliance on AI Output without independent review, or disputes related to your continuity or risk management program.

26.2 By GRM Solutions

GRM Solutions agrees to defend, indemnify, and hold harmless Customer from third-party claims to the extent arising from a finding that the Platform infringes a third party's valid U.S. intellectual property rights, subject to Section 25.

27. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware. Any dispute will be subject to the exclusive jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts.

28. Changes to the Terms

GRM Solutions may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on the Platform and/or notifying you via email or in-app notice. Your continued use after the effective date constitutes acceptance.

29. Notices

Notices to GRM Solutions must be sent to support@planandrecover.com. Notices to you may be sent to the email address or physical address associated with your account.

30. Assignment

You may not assign these Terms without GRM Solutions' prior written consent, except to a successor in connection with a merger or acquisition. GRM Solutions may assign these Terms without restriction.

31. Severability

If any provision is held invalid or unenforceable, that provision will be limited to the minimum extent necessary so that the remaining provisions remain in full force and effect.

32. Entire Agreement

These Terms, together with any applicable Order Form, Privacy Policy, and documents incorporated by reference, constitute the entire agreement between you and GRM Solutions regarding the Platform.

33. Contact Information

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