Phase 0 · Pre-launch. Commercial activity has not commenced.
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Terms of Service

Version 1.0 · Effective August 8, 2026.

Effective Date: Phase-0 (pre-launch); commercial activity has not commenced.

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 ("Customer", "you").

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, Monitor, Plus. 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 and the full disclaimer language at governmark.com/disclaimers.

decision: cd-cfcb40c731 (self-attestation-not-certification, 2026-07-14); audit fa-6bd1c8 (crossbrand-legal-consistency-audit-2026-07-27, finding A8); task attestation-presentation-fan-001

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.

cd-cfcb40c731 (topic: self-attestation-not-certification, 2026-07-14): the no-seals/no-badges presentation rule above implements this ruling. Citation added per cross-brand consistency audit fa-6bd1c8 §A8, task attestation-presentation-fan-001, 2026-07-27 — the substance predates the citation (commit 6fa58ee6, 2026-07-14) but had never been traced to the decision id.

2. Account

2.1 Account creation requires an authorized representative of the Customer entity.

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 Monitor ($99/mo). Monthly subscription. Includes all Attestation features plus framework-drift monitoring and re-issuance on material framework updates. 30-day notice for pricing changes.

3.3 Plus ($249/mo). Monthly subscription. Includes all Monitor features plus the ISO/IEC 42001 readiness crosswalk output, EU AI Act applicability flag output, and multi-AI-system inventory management for larger estates.

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

3.5 Billing via Stripe. 3.6 Refunds. One-time Attestation fees are non-refundable once the Alignment Statement is issued. Monthly fees are non-refundable for the current period 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.

3.7 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 Monitor/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.

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.

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

decision: cd-cfcb40c731 (self-attestation-not-certification, 2026-07-14); audit fa-6bd1c8 (crossbrand-legal-consistency-audit-2026-07-27, finding A8); task attestation-presentation-fan-001

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

"This is a self-attested posture aligned to the NIST AI Risk Management Framework based on information provided by [Customer Org Name]. It is NOT a NIST certification, an ISO/IEC 42001 certification, or an independent audit. The NIST AI RMF is voluntary and not certifiable. Issued by GovernMark (Ellis Intelligence LLC) on [date]. Sealed SHA-256: [hash]."

This language cannot be removed, modified, or watered down in any Statement the Service generates. The seal and this disclaimer language 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.

cd-cfcb40c731 (topic: self-attestation-not-certification, 2026-07-14): the no-seals/no-badges presentation rule above (the Statement's own render surface) implements this ruling. Citation added per cross-brand consistency audit fa-6bd1c8 §A8, task attestation-presentation-fan-001, 2026-07-27.

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 Monitor 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 Monitor/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 and EU AI Act Flag (Plus tier). The ISO/IEC 42001 readiness crosswalk and EU AI Act applicability flag are self-assessment outputs based on Customer declarations. They are NOT an ISO/IEC 42001 certification, NOT a legal opinion on EU AI Act compliance obligations, and NOT a determination by any regulatory authority. The Plus tier outputs are documentation tools only; the Customer must consult qualified counsel for specific legal obligations.

decision: cd-7b107d844e (ai-output-accuracy-and-no-auto-action, 2026-07-14, re-affirmed 2026-07-24); audit fa-6bd1c8 (crossbrand-legal-consistency-audit-2026-07-27, finding A6); task ai-no-auto-action-fan-001

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. Because a human — the Customer — always makes that sharing decision, this sits in the standard disclaimer-plus-no-auto-action tier, not the stricter tier reserved for brands whose own output reaches a regulator or external party directly (e.g., breach/adverse-action notices) (decision cd-7b107d844e).

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.

decision: cd-3c5d2f70e5 (order-form-precedence-hierarchy, 2026-07-23); founder ruling 2026-07-24 (uniform carve-out default); audit fa-6bd1c8 (crossbrand-legal-consistency-audit-2026-07-27, finding A3); task uniform-carveout-fan-001

TO THE FULLEST EXTENT PERMITTED BY LAW, GOVERNMARK'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (a) THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM OR (b) USD $1,000. 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 us bearing the burden of having disclaimed each one individually. We apply this formulation uniformly across our template library rather than tailoring it per statute (counsel ruling: broad, uniform carve-out language across all ToS/DPA templates, accepting that enforceability may vary by statute and jurisdiction as an acceptable risk).

[Updated 2026-07-26 per founder ruling fa-20260726T165127-6375d4 (task liability-floor-tos-reach-001, option everywhere_incl_supply): the fees-only formula is aligned to the house cap formula by adding the USD $1,000 floor (counsel lock-ins cd-c8f509c916 uniform_floor and cd-8f10d34bd1 floor_confirmed, 2026-07-25 lock-in controlling).]

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 of the GovernMark Engagement & Tiers SOW (governmark/engagement-sow.md, "6. Indemnification — the executed-instrument provision"), 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.

[Restructured 2026-07-25 per counsel ruling cd-f79884d043 (task indemnity-relocation-fan-001): indemnification belongs in the customer-executed contract, cross-referenced from the other documents. Relocation map — prior §10.1 → SOW §6.1; prior §10.2(a)–(e) → SOW §6.2(a)–(e); prior §10.3 → SOW §6.3. Relocation only; no substantive change to any trigger is intended, and the §5.2 (Accuracy of Declarations) trigger still points at §5.2 of these Terms.]

11. Term and Termination

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

11.2 Monitor / Plus subscriptions: month-to-month; either party may cancel with 30 days' notice. 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 + governmark.com/privacy + the standing disclaimers at governmark.com/disclaimers 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.

decision: cd-fd8be6c40a (assignment-clause-gap-and-spinout, 2026-07-14); audit fa-6bd1c8 (crossbrand-legal-consistency-audit-2026-07-27, finding A4); task assignment-clause-standardize-001

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. (Added per the portfolio's binding-arbitration-plus-class-waiver default — founder ruling, topic arbitration-class-waiver-enforceability, 2026-07-24, task legal-arb-standardize-001; this ToS was previously silent on dispute resolution.)