Terms and Conditions

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Acceptance of Terms

By creating an account, clicking “Accept”, or otherwise using the Grievance.app platform (“Service”), you agree to be bound by these Terms and Conditions (the “Terms”). These Terms constitute a legal agreement between you (either an individual or the entity you represent) and the provider of Grievance.app (“Company”). If you do not agree, do not use or access the Service. You represent that you have the authority to accept these Terms and, if applicable, to bind the organization you represent. The Service is offered subject to your acceptance of these Terms, and any additional terms and policies referenced herein (including our Privacy Policy and any applicable Data Processing Agreement).

Definitions

“Service” refers to the Grievance.app software-as-a-service platform, including all web-based and mobile applications, modules, and related services (such as hosting and support) provided by the Company for grievance redress management.
“Professional Services” refers to any ancillary services provided by the Company, including implementation, configuration, training, consulting, and support services beyond standard technical support.
“Customer” (also referred to as “you”) means the person or entity who has subscribed to or is using the Service. This includes both Enterprise Clients (e.g. government or large enterprise customers who enter into a separate contract or order with Company) and Self-Service Subscribers (customers who sign up online and pay via the website).
“Customer Data” means any data, information, content, or material (including grievance reports, attachments, personal data of complainants, etc.) that Customer or its end-users submit to the Service.
“Optional Modules” refers to additional add-on features of the Service that may be purchased or enabled separately, such as the Interactive Voice Response (IVR) hotline integration, SMS integration, Gender-Based Violence (GBV) case workflow module, offline access capability, or third-party system integrations.
“User” means any individual who accesses or uses the Service, including Customer’s employees or agents, as well as any external end-users who may submit grievances through the platform.
“Order Form” or “Subscription Plan”** refers to the ordering document or online selection that specifies the plan tier (Standard, Enhanced, or Enterprise), optional modules, professional services, fees, and other details of the subscription or purchase. Enterprise Clients typically execute an Order Form or contract, whereas Self-Service Subscribers select a plan through the web portal.

Scope of Services

SaaS Subscription (Standard, Enhanced, Enterprise): Grievance.app is provided as a subscription-based cloud software service with multiple tier options. The Standard, Enhanced, and Enterprise plans offer different levels of functionality and support, as described on our website or Order Form. All plans include core grievance management features (case intake, tracking, resolution workflows, and reporting) as well as secure cloud hosting and basic support. Higher-tier plans (Enhanced, Enterprise) include additional features and services – for example, advanced analytics, mobile applications, increased customization, and priority support. Enterprise plan customers receive the full platform functionality including mobile apps (Android/iOS), advanced security options, dedicated infrastructure, and a dedicated account manager with premium support. The exact features available to you depend on your subscribed plan as set forth at purchase. The Service is delivered as a hosted solution managed by the Company, and you do not take possession of any software code.

Optional Modules: The Service may be enhanced with optional add-on modules for additional fees. Available optional modules include, but are not limited to: – IVR (Interactive Voice Response) Integration: Enables a telephone hotline for grievance intake via automated voice menus or call recordings integrated with the Service. – SMS Notifications and Submissions: Allows the system to send SMS alerts to complainants and accept incoming grievances via text message. – GBV Workflow Module: Provides a specialized workflow for handling Gender-Based Violence complaints with heightened confidentiality and priority handling. – Offline Access: Provides an offline-capable application or mode to capture grievances in areas with no internet, synchronizing data when connectivity is restored. – Third-Party Integrations: Custom integrations with external systems (e.g. government databases, case management systems, messaging apps like WhatsApp, or other tools) for data exchange with the Service. Each optional module’s functionality and any specific usage terms or fees will be defined in your Order Form or plan selection. Use of any optional module is subject to these Terms in addition to any module-specific terms provided. Optional modules may rely on third-party services or additional setup; see Section 14 (Third-Party Services and Integrations) for further terms.

Professional Services: The Company offers Professional Services such as initial system implementation and configuration, data migration, on-site or remote training, and ongoing consulting or support services to assist in your use of Grievance.app. The scope and fees for any Professional Services will either be included in your Order Form (for Enterprise Clients) or specified during the online purchase process (for certain service packages). For example, Enterprise subscriptions may include a one-time setup fee that covers configuration, branding, and training. By engaging Professional Services, you agree that the Company will perform these services in a professional and workmanlike manner. The timeline and deliverables for Professional Services will be mutually agreed. You are responsible for providing timely access to your personnel, information, and resources as reasonably required to enable the Company to deliver the Professional Services. Any deliverables or materials provided as part of Professional Services are licensed to you for your internal use in connection with the Service, and the Company retains ownership of any underlying tools, templates, or methodologies. Professional Services (such as training sessions or consulting hours) are generally non-cancellable and non-refundable once scheduled or delivered, unless otherwise specified.

User Types and Eligibility

Enterprise and Government Clients: If you are an Enterprise Client (for example, a government agency, public sector entity, or large organization that has negotiated terms or signed a separate contract with the Company), additional or alternate terms may apply as set forth in that contract. Typically, Enterprise Clients are invoiced for services rather than paying by credit card, and may have customized support arrangements or service level agreements. In the event of any conflict between these online Terms and your separately signed master agreement with the Company, the terms of the signed agreement will prevail for the conflicting provisions. Enterprise Clients must ensure that the individual accepting these Terms (or signing the contract) on behalf of the organization has the legal authority to do so. If you are a government entity subject to certain legal restrictions (e.g. on indemnification, governing law, etc.), some provisions of these Terms may be modified by your separate contract or by applicable law; however, the rest of these Terms still apply. Enterprise Clients agree that, even if a separate contract exists, these online Terms govern the use of the Service itself except to the extent superseded by the contract.

Self-Service SaaS Subscribers: If you are a Self-Service Subscriber, you typically enroll in a subscription plan via our website or platform interface. You may be required to provide payment information (such as a credit card) and select your desired plan tier and any optional modules during sign-up. By doing so, you agree to the pricing, features, and billing terms presented at the point of purchase. Self-Service Subscribers must be at least 18 years old (or the age of majority in your jurisdiction) and capable of entering into a binding contract. The Service is intended for business and organizational use; you should not use the Service as an individual consumer for personal purposes unrelated to managing grievances within an organization. We reserve the right to reject or cancel any subscription if we determine that provision of the Service to a particular user or organization is in violation of law or these Terms.

User Accounts: Each user who accesses the administrative or agency side of the Service must have an individual account (login) and must safeguard their account credentials. User accounts may not be “shared” between multiple individuals. You are responsible for all actions taken under your users’ accounts. You agree to promptly notify the Company of any unauthorized access or use of your account or any security breach. The Company is not liable for any loss or damage arising from your failure to maintain the confidentiality of account credentials. The Company may offer features for single sign-on or multi-factor authentication to enhance security, and you agree to use such features as appropriate to protect your accounts.

Data Ownership and Customer Data

Ownership of Customer Data: All Customer Data that you or your end-users input into the Service remains your property (or the property of your end-users). The Company does not claim ownership of your content. For clarity, this means any information about grievances, reports, attachments, personal details of complainants, and any configurations or customizations specific to your use of the Service are owned by you. You hereby grant the Company a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data only as necessary to provide the Service and fulfill our obligations under these Terms. We will not access or use the content of your Customer Data except as needed to support the Service (for example, storing it, making backups, or troubleshooting an issue at your request), or as otherwise required by law.

Customer Responsibilities for Data: You represent and warrant that you have obtained all necessary rights, consents, and permissions to submit Customer Data to the Service and to permit the Company to process it under these Terms. Sensitive Personal Data: If Customer Data includes personal data that is subject to data protection laws (for example, personal data about individuals filing grievances), you are responsible for ensuring that collection and disclosure to the Company for processing is permitted (e.g., notifying or obtaining consent from data subjects if required by law). For instance, if you enable public users to submit grievances, you should provide an appropriate privacy notice to those users. The Company will process such personal data on your behalf as a “processor” or “service provider” in accordance with Section 10 (Data Protection and Privacy). You are solely responsible for the content of Customer Data, including its accuracy and legality. Prohibited Data: You agree not to upload or submit any data that is unlawful, defamatory, obscene, malware-infected, or that infringes third-party rights. The Company is not obligated to monitor Customer Data, but reserves the right to remove or disable access to any content that violates these Terms or applicable law, after providing notice to Customer where feasible.

Data Export and Retrieval: During the term of your subscription, you may export your Customer Data at any time using the Service’s export features or via its API in standard formats (e.g., CSV, Excel). Upon termination of your subscription, we will, upon your request made within 30 days of termination, provide you with a final export of Customer Data. After such 30-day period, we may delete your Customer Data from our live systems, except as retained in backups or as required to be retained for legal compliance. We have no obligation to retain Customer Data after this post-termination retrieval window, so you should export your data before the subscription ends or within this timeframe. The Company will handle any deletion of personal data in accordance with our Data Processing Agreement or Privacy Policy, and applicable law.

  • Compliant Navigation and Interaction: Accessing and interacting with the platform features and functionalities as explicitly intended by GRM System.
  • Data Entry and Management: Entering and managing data through the Grievance.app in a manner that is consistent with the designed workflows and processes outlined by GRM System.
  • Information Consumption: Using the information provided on the platform, including downloadable resources, for lawful purposes directly related to managing grievances within the scope of your organization or personal use.

It is incumbent upon each user to ensure that their use of the Grievance.app does not disrupt or negatively impact the platform’s functionality, security, accessibility, and overall integrity.

Prohibited Use: To maintain the integrity and security of the Grievance.app and its users, certain activities are strictly prohibited on the platform. Engaging in any of these prohibited activities may result in immediate termination of your access to the services, legal action, and possible financial penalties. The prohibited activities include, but are not limited to:

  • Unauthorized Access and Interference: Attempting to gain unauthorized access to any part of the platform or its related systems or networks, including attempting to probe, scan, or test the vulnerability of a system or to breach security or authentication measures without proper authorization.
  • Misuse of Services: Using the platform for any purposes beyond the scope of its intended use, such as transmitting spam, chain letters, or other unsolicited email, or using the platform to engage in commercial activities without proper authorization.
  • Infringement of Rights: Uploading, posting, hosting, or transmitting emails, content, or other material that infringes on the intellectual property or other proprietary rights of others.
  • Introduction of Malicious Software: Introducing any viruses, worms, malware, Trojan horses, or other content that is malicious or technologically harmful.
  • Engagement in Illegal Activities: Using the platform to conduct or promote activities that are unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
  • Harassment and Abuse: Harassing, abusing, or harming another person or group, including GRM System employees and representatives, through any means or forms of communication.
  • Data Mining and Scraping: Engaging in any data mining, data harvesting, data extracting, or any other similar activity in relation to the platform, or while using the platform.

Data Protection and Privacy Compliance

Compliance with Privacy Laws: The Company is committed to complying with applicable data protection laws in the jurisdictions where the Service is offered or used. This includes, as applicable, the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (CCPA) (and any amendments, such as CPRA), and relevant African data protection frameworks such as the African Union Convention on Cyber Security and Personal Data Protection (the “Malabo Convention”), as well as other national data privacy laws to the extent they apply. Both you and the Company agree to comply with all applicable data protection and privacy laws with respect to personal data processed under this Agreement. The Company maintains a Privacy Policy that describes in detail how we collect, use, and protect personal data; by agreeing to these Terms, you also agree to the practices described in our Privacy Policy.

Data Processing Agreement: Where required by law (for example, under GDPR when you are a data controller and the Company is a data processor), the Company offers a Data Processing Agreement (“DPA”) that supplements these Terms. The DPA outlines each party’s obligations regarding personal data processing, including requirements for security, confidentiality, international transfers, and assistance with data subject rights. Upon request, the Company will provide and enter into a DPA reflecting GDPR Article 28 requirements or other analogous requirements under applicable law. In the event of any conflict between the DPA and these Terms with respect to handling personal data, the DPA will prevail.

Cross-Border Data Transfers: The Service is a cloud-based platform that may involve the transfer of personal data across national borders. The Company shall ensure that any international transfers of personal data from the European Economic Area, UK, or other regions with data transfer restrictions will be done in compliance with applicable laws – for example, by implementing Standard Contractual Clauses or other approved transfer mechanisms, or by hosting data in a region approved by the Customer. We offer data residency options – at your request, and depending on your plan or agreement, we can host your data in a specified country or geographic region to meet data sovereignty requirements. By default, Customer Data is hosted in the region disclosed at the time of signup or in the Order Form (often in a data center geographically closest to the Customer or end-users). If you have specific data localization needs, you must communicate those to the Company, and additional fees or terms may apply for private or on-premises deployments.

Personal Data of End-Users: If you use the Service to collect personal information from third-party end-users (e.g., complainants submitting grievances), you acknowledge that you are solely responsible for providing any required notices and obtaining any necessary consents from those individuals. The Service includes features to support privacy compliance – for example, you can configure consent checkboxes or privacy notices on grievance submission forms. The Company will treat any personal data it receives through the Service as Confidential and will not use or disclose it except as permitted under these Terms, the DPA, and applicable law.

Data Subject Requests and Cooperation: The Company will assist you, via the Service functionality and where reasonably possible, in responding to data subject rights requests (such as requests to access, delete, or restrict personal data) as required by applicable law. For example, you can search, retrieve, and delete grievance records within the Service to honor a data subject’s request. If the Company receives a data subject request related to Customer Data, and the identity of the data subject can be reasonably determined to be associated with your use of the Service, the Company will forward the request to you (when legally permissible) and await your instructions. The Company shall not independently honor data subject requests related to Customer Data without Customer’s instruction, except where required by law or where the Customer has failed to respond in a reasonable time.

Notification of Breach: In the event the Company becomes aware of a data security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on the Company’s systems, the Company will promptly notify you as required by law. Such notice will include, to the extent known, the nature of the breach, the data impacted, and steps being taken to address it. The Company will promptly take appropriate measures to contain and investigate any such incident. We will cooperate with you in any reasonable efforts to notify affected individuals or regulators, as required.

Security and Confidentiality of Data

Security Measures: The Company uses industry-standard security measures to protect the Service and Customer Data. These include, at a minimum, network and application security controls such as firewalls, encryption, and access controls. All data transmitted between your users and our servers is protected using HTTPS/TLS encryption, and we also encrypt Customer Data at rest on our servers or storage media. We implement role-based access control so that each user only accesses data or functions for which they are authorized. The system is designed with enterprise-grade security features and undergoes periodic security assessments. Regular backups are performed (at least daily) and stored securely to prevent data loss. We maintain redundancy and disaster recovery capabilities (e.g., backup instances, standby databases) to ensure high availability of the Service. Our target uptime for the Service is at least 99% availability, excluding scheduled maintenance, as detailed in our Service Level Agreement (SLA). We monitor the Service 24/7 and employ intrusion detection and prevention measures. Penetration tests and vulnerability scans are conducted periodically to identify and address potential security threats. While no system can be guaranteed 100% secure, the Company will use commercially reasonable efforts to protect Customer Data against unauthorized access or disclosure.

Confidentiality Obligations: The Company acknowledges that Customer Data may include sensitive and confidential information, including personally identifiable information and details of grievances. The Company will treat all Customer Data as Confidential Information and will not disclose it to any third party except: (a) as you expressly authorize, (b) to our subprocessors solely for the purpose of providing the Service (under equivalent confidentiality obligations), or (c) as required by law (in which case we will, if lawful, give you notice to allow you to seek protection of the information). The Company’s employees and contractors are bound by confidentiality agreements and are only permitted to access Customer Data on a need-to-know basis to support the Service. Likewise, any documentation, training materials, software, pricing information, or other non-public information we provide to you shall be considered Company Confidential Information. You agree not to disclose or provide access to the Service (such as screenshots or performance benchmarks) or any other Company confidential or proprietary information to any third party without our prior written consent, except as required by law or for your internal business purposes.

Handling of Sensitive Data (GBV and others): Both parties recognize that certain types of grievances, such as those involving Gender-Based Violence (GBV) or other highly sensitive issues, require stringent confidentiality and care. The Service includes features specifically to safeguard such sensitive cases (for example, marking a case as a GBV case can automatically restrict its visibility to authorized users only). Company will ensure the Service supports confidential handling (e.g., by allowing anonymous or confidential submissions and by limiting access to sensitive case data via role permissions). The design of the platform follows a “do no harm” principle to avoid putting complainants at risk. Customer, in using the Service, agrees to apply appropriate access controls and to designate authorized personnel (such as trained GBV officers) for handling such cases. You will not attempt to override or undermine the confidentiality features of the Service; for example, if a complainant submits an anonymous report, you should not attempt to identify them through technical means or social engineering, except through proper legal channels if necessary. Both the Company and Customer shall comply with any additional legal requirements pertaining to especially sensitive data (such as laws protecting victim identities). If the Company inadvertently encounters what it believes to be sensitive personal data in Customer Data that is publicly exposed or being mis-handled, we will alert the Customer and cooperate to rectify any security or privacy lapse.

Aggregate and Anonymized Data: As a standard practice, the Company may collect and derive aggregated, anonymized usage data from the operation of the Service (e.g. system performance metrics, total number of grievances processed across all clients, etc.). This data will contain no reference to any individual or specific Customer and will not identify Customer as the source. The Company may use such aggregated data for purposes of analytics, improving the Service, and publishing industry trends or benchmarks, provided that it never reveals any Customer Confidential Information.

Acceptable Use and User Responsibilities

You agree to use the Service only for lawful purposes and in accordance with these Terms. Users of the Service (including both your organization’s internal users and any external complainants or end-users you allow to interact with the Service) must adhere to the following acceptable use requirements. The Customer is responsible for ensuring that all authorized users abide by this Acceptable Use Policy.

  • Lawful and Appropriate Use: You shall not use the Service in any manner that violates any applicable law or regulation. This includes, but is not limited to, laws relating to defamation, harassment, intellectual property, privacy, export control, or any other applicable regulations. The Service should only be used to manage legitimate grievances and feedback; it must not be used for any fraudulent or inappropriate purpose.
  • Truthful and Good-Faith Reporting: Users submitting grievances or information via the Service must do so in good faith. Deliberately submitting false, fictitious, or malicious reports is strictly prohibited. You (the Customer) agree to establish policies to discourage and address any misuse of the grievance system by your personnel or constituents. The Company is not responsible for verifying the accuracy of information submitted to the Service; that responsibility lies with the Customer and the reporting individuals. However, if we become aware that the Service is being used to spread knowingly false information or to defame individuals, we reserve the right to suspend or terminate the offending accounts after notice.
  • Misuse of Anonymity or Privacy Features: The Service may allow anonymous or confidential submission of grievances to protect users. All users must respect these anonymity options. If you are submitting a report anonymously, you should not use that anonymity as a shield for improper behavior; the same expectation of truthful, non-malicious reporting applies. If you are an administrator or manager, you should not attempt to identify anonymous complainants by technical means or otherwise circumvent the Service’s privacy features, except as permitted by law and with appropriate authorization. The anonymity feature is intended to encourage honest reporting and protect vulnerable users, and any attempt to undermine this protection constitutes misuse of the Service.
  • Prohibited Content: You shall not upload, transmit, or store on the Service any content that: (i) is unlawful, threatening, abusive, violent, harassing, defamatory, vulgar, obscene, or otherwise objectionable; (ii) is hate speech or discriminatory (based on race, gender, religion, nationality, disability, sexual orientation, or any other protected class); (iii) contains viruses, malware, or any harmful code; or (iv) infringes or misappropriates any third-party’s intellectual property or proprietary rights. The Service is not intended to be used as a general file storage or content delivery network; only information relevant to genuine grievance cases and case management should be uploaded.
  • Prohibited Conduct: You shall not: (i) attempt to probe, scan, or test the vulnerability of the Service or any related system or network, or breach any security or authentication measures, without proper authorization; (ii) interfere with or disrupt the integrity or performance of the Service, including attempting to gain unauthorized access to the Service or its related systems; (iii) use any automated means (such as scripts or bots) to access or use the Service in a manner that sends more requests to the Service than a human could reasonably produce in the same period; (iv) use the Service for the purpose of developing a competing product or service or copying its features; (v) reverse engineer, decompile, or disassemble the software underlying the Service, except to the extent allowed by law for interoperability purposes (and then only after providing us written notice and an opportunity to respond); or (vi) permit any third party to use your access to the Service in violation of these Terms.
  • Communications and Notifications: If the Service’s optional communication modules (such as SMS or email notifications) are used, you must ensure that the content of communications you send via the Service is lawful and that you have the right to contact the recipients. For example, if you configure the system to send SMS updates to complainants, ensure that those individuals have consented to receive such messages if required by law. You must not use the Service’s communication features to send spam, unsolicited commercial messages, or phishing content. The Company may provide templates or default content for notifications (for instance, an acknowledgment message), but you are responsible for customizing and using them in compliance with applicable communication laws (such as anti-spam laws, TCPA in the U.S. for SMS, etc.).

The Company may monitor usage for the purpose of ensuring quality, improving the Service, and verifying compliance with these Terms. If the Company (in its reasonable discretion) determines that you have violated this Acceptable Use section, we may suspend your account or specific offending functionality, and will provide notice with details of the violation. Repeated or serious violations may result in termination of your access. You agree to indemnify the Company for any losses or liabilities resulting from content you provide or your misuse of the Service (see Section 18). We also reserve the right to cooperate with law enforcement or third-party investigators (consistent with applicable law) in the event the Service is used for suspected illegal activities.

Third-Party Services and Integrations

The Grievance.app platform allows for integration with or use of certain third-party services and systems, including the optional modules for IVR, SMS, messaging apps, and external data systems. This section sets out terms and disclaimers regarding those third-party components.

Third-Party Providers: Some features of the Service rely on third-party providers or services. For example, IVR and telephone hotline functionality may be provided through third-party telecommunication or VoIP services; SMS capabilities may use third-party SMS gateway providers; integration with WhatsApp or other messaging platforms will use those platforms’ APIs; and third-party system integrations (e.g., linking to a government database or another SaaS application) require interoperability with external systems. You acknowledge that the Company’s ability to deliver such features is dependent on the relevant third-party services, which the Company does not own or control. Use of third-party integrations may require you to have an account or agreement with the third-party provider (for instance, obtaining a phone number and telecom plan for an IVR hotline, or a WhatsApp Business API account). The Company will inform you of any such requirements and assist in configuration, but ultimately you are responsible for complying with the third-party provider’s terms of service and any usage policies.

Data Exchange and Consents: If you enable an integration between the Service and any third-party system, you consent to the Company accessing and exchanging any necessary data with that third-party on your behalf to facilitate the integration. For example, if integrating with an external case management system, the Service may send grievance data to, or pull data from, that system as directed by you. You are responsible for ensuring that you have the legal right to send such data to the third-party system (including obtaining any required consents from data subjects). The Company will not be liable for how the third-party service uses or secures that data once it has been transferred out of the Grievance.app platform at your instruction. Data that leaves our platform to a third-party integration is no longer in the Company’s control, and you should review the privacy and security practices of any integrated services. We will, however, take reasonable measures to facilitate secure transfer (e.g., using encryption where supported and available).

No Warranty of Third-Party Services: The Company makes no representation or warranty as to the availability, quality, or features of any third-party service. Third-party integrations are provided for your convenience, but the third-party services are provided by external providers under their own terms. The Company does not guarantee that the Service will remain compatible with or can continue integrating with any particular third-party product or service. Technical integration points (APIs, etc.) for external services may change, and the Company will attempt to update the Service to maintain integrations when feasible, but is not responsible if a third-party discontinues or alters their service in a way that breaks integration. Successful operation of an integration may depend on proper configuration by the Customer and on the third-party service being available and functional. The Customer is solely responsible for ensuring the compatibility and proper functioning of the third-party system that is being integrated. The Company will provide the integration functionality as described, but does not guarantee that the Additional Functionality will be compatible with all versions or variants of the third-party service.

Support for Integrations: The Company will provide reasonable assistance in setting up and troubleshooting officially supported integrations (for example, helping configure the IVR or SMS module). However, ongoing support and maintenance of the external service itself is not the Company’s responsibility. For instance, if the SMS gateway service experiences outages or delays, or if the telephone network has issues, the Company is not liable for those third-party outages. You should contact the third-party provider for support on issues specific to their service. The Company’s support obligation is limited to the software components within the Grievance.app platform and the correctness of the integration code on our side, as well as advising on integration setup.

Additional Fees: Many optional modules involving third parties carry additional fees. These may include one-time integration fees and recurring service fees charged by the Company for providing the module (as outlined in your Order Form), as well as usage-based fees charged by the third parties (for example, telecom charges for calls or SMS). The pricing for the optional modules provided by the Company is disclosed in your plan (e.g., an annual fee for SMS functionality, or a one-time fee for setting up an IVR integration). Note that third-party usage fees (such as per-minute call charges or per-message SMS fees) are typically not included in the Company’s fees and will either be your responsibility to pay directly to the third-party provider or passed through at cost. We will endeavor to make clear which costs are covered and which are not. You are responsible for all charges from third-party services incurred due to your use of the integration (for example, telecom or messaging costs). The Company may require you to maintain an account or credit with the third-party (e.g., an account with a cloud telephony provider like Twilio) to cover such usage costs.

Liability and Indemnity for Third-Party Services: The Company shall not be liable for any damages or losses arising from third-party services or integrations, such as data breaches, errors, or unavailability caused by a third-party system. Any exchange of data or interaction between you and a third-party provider is solely between you and that provider (except for the technical facilitation by our Service as per your instructions). You agree to indemnify and hold the Company harmless from any claims or disputes arising out of your use of third-party integrations, including any claim that Customer Data, when transferred to or processed by a third-party at your request, violates someone’s rights or any law. While we may facilitate the integration, you bear responsibility for the data flows and outcomes involving the third-party service.

Third-Party Software Components: The Service itself may include certain third-party software libraries or open-source components. These are integrated into our platform and are not “integrations” that you control, but rather part of the Service’s infrastructure. Any such components are covered by their own licenses (we maintain a list of open-source components and can provide it upon request), and are provided on an “AS IS” basis. They do not affect your use of the Service except as standard underlying technology.

Support, Maintenance, and Service Level

Standard Support: All subscription plans include standard technical support for the Service. Standard support generally includes access to our helpdesk via email or web portal for reporting issues, reasonable assistance in using the Service, and bug fixes as needed. We aim to respond to support requests within one business day for standard priority issues. Support is provided during our normal business hours (which will be indicated on our website or support policy) and in English (unless otherwise specified). Self-Service Subscribers will primarily receive support via email or in-app help channels. We also provide online documentation and user guides for self-help.

Enterprise Support: Enterprise Clients are provided with enhanced support commitments. Enterprise plan customers have access to priority support channels and a dedicated account manager. This includes support via email, and phone support for critical issues, typically during extended business hours or 24/7 for urgent incidents as defined in the SLA. We commit to defined response and resolution targets for Enterprise support cases (for example, an initial response within a few hours for high-severity issues) as will be detailed in an SLA or support policy. Enterprise Clients may also receive proactive support services like annual system health checks and on-demand training refreshers at no additional charge as part of the Enterprise package.

Service Level Agreement (SLA): The Company strives to maintain at least 99% uptime for the Service, measured monthly, excluding scheduled maintenance windows. Our SLA (for Enterprise Clients, or as publicly posted for all users) provides details on uptime calculations and maintenance schedules. If we anticipate scheduled downtime (for planned maintenance or upgrades), we will give you reasonable advance notice via email or in-app notification and schedule it during low-usage periods when possible. We will also make commercially reasonable efforts to minimize the duration of any maintenance downtime. In the event that the Service availability falls below our SLA commitment in a given calendar month, affected customers may be eligible for a service credit or partial refund, as described in the SLA. (For Self-Service Subscribers, any such credits may be applied to future billing periods; for Enterprise Clients, credits may be issued or a penalty applied per the contract terms.) To receive a credit, you must contact support and request it within a set timeframe (e.g., within 30 days of the downtime event), and our records will be used to verify the claim. The SLA and remedies stated therein are your sole and exclusive remedy for any Service availability or performance issue.

Exclusions: The Company is not responsible for downtime or performance issues caused by factors outside of our reasonable control, including but not limited to: force majeure events (see Section 21, Miscellaneous), general Internet outages, failures of your infrastructure or connectivity, issues with third-party integrations (Section 9), or misuse of the Service by users. Additionally, any downtime resulting from your request or actions (for example, shutting down for migration, or configuration changes made by your administrators) is excluded from uptime calculations.

Updates and Maintenance: The Company will provide updates, patches, and upgrades to the Service as part of the subscription. The Service will continually evolve with new features, improvements, and bug fixes. We will deploy these updates on our cloud infrastructure, and in most cases updates will be seamless to you. However, certain major updates may introduce changes to user experience or remove/replace certain features. We will notify customers of any material changes to the Service’s functionality. The Company reserves the right to roll out new features to different plan tiers at its discretion (for example, a new advanced feature might only be available to Enhanced or Enterprise plans). Bug fixes and security patches will be applied as needed to ensure the security and stability of the platform. The Company’s maintenance of the Service (including applying updates and monitoring performance) is included in your subscription fees – you do not need to pay extra for standard updates or maintenance.

Issue Escalation: We maintain an escalation procedure to ensure that critical issues are addressed promptly. If you report a severe incident (for example, the Service is unavailable to all users, or a critical functionality is inoperative), our support team will classify it with high severity and immediately escalate to our engineering team. The dedicated account manager for Enterprise Clients will also be informed and can serve as a liaison. The Company will keep you updated on the status and progress of resolving critical issues, typically providing updates at regular intervals until resolution. If an issue requires involvement from a third-party provider (as in Section 9), we will work with you and the provider to the best of our ability to resolve it, but ultimate resolution may depend on the third party.

Support Limitations: Support covers assistance with using the Service as documented and troubleshooting of errors on our side. It does not cover general computer or IT training, in-depth consultancy (outside the scope of Professional Services purchased), or issues caused by unsupported third-party components. If you request substantial help that falls under Professional Services (e.g., custom report creation, data analysis, on-site support), we may require a separate agreement or services fee. We appreciate your cooperation in providing detailed information when reporting issues (such as screenshots, steps to reproduce, and impact) to help us resolve problems efficiently.

Fees, Billing, and Payment

Fees and Rates: You agree to pay all fees specified in your Order Form or selected plan for the Subscription and any optional modules or services. Fees may include (a) subscription fees (e.g., annual or monthly fees for Standard, Enhanced, or Enterprise plans), (b) one-time fees (such as an initial setup/implementation fee), (c) fees for optional modules (which could be one-time and/or recurring as described in Section 3.2 and your Order), and (d) fees for any add-on Professional Services beyond what is included in the subscription. All fees are stated and payable in the currency specified (by default, USD unless otherwise indicated). Taxes (VAT, GST, sales tax) are not included in quoted fees unless explicitly stated; see Section 11.5 on taxes.

Billing for Self-Service Subscriptions: For self-service online subscribers, you will provide a valid payment method (such as a credit card) at the time of sign-up. Recurring Subscription Fees will be charged in advance on a periodic basis (e.g., monthly or annually) as per the billing frequency you select. By entering your payment information, you authorize the Company (or its payment processor) to automatically charge the subscription fee to your payment method at the start of each billing cycle until you cancel. If any optional module fees or usage-based fees apply, these may be charged in arrears or at the time of usage, depending on how the Service presents them. For instance, if you incur SMS usage costs beyond an included quota, those might be billed monthly in arrears. You will receive an electronic receipt or invoice detailing the charges. It is your responsibility to keep your billing information current and to ensure sufficient funds. If we are unable to process payment (e.g., due to an expired credit card or insufficient funds), we will notify you and may attempt again. If payment is not made within a reasonable grace period, we reserve the right to suspend or downgrade your Service (see Section 17.2).

Billing for Enterprise Clients: Enterprise Clients typically will be issued invoices according to the schedule in the contract or Order Form (for example, annual subscription fees invoiced upfront, and any one-time fees invoiced upon contract signing or service provisioning). Payment terms for invoice are net 30 days unless otherwise specified. Payment shall be made via the agreed method (bank transfer, check, etc.) in the currency stated. Enterprise Clients may be subject to late fees or interest on overdue invoices as permitted by law (for example, 1.5% interest per month on overdue amounts, or the maximum allowed by law if lower). The Company may, in its discretion, suspend the Service for persistent non-payment after giving at least 7 days’ prior written notice and opportunity to cure.

Renewal and Auto-Renewal: Subscription Term. Your initial subscription term will run for the period stated at sign-up or in your contract (e.g., one month, one year, or multi-year). Auto-Renewal: To ensure uninterrupted Service, subscriptions will automatically renew at the end of each term for an additional term equal in length to the expiring term, unless one of the parties gives prior notice of non-renewal. For monthly self-service plans, this means each month your subscription continues unless you cancel. For annual or longer terms (including Enterprise contracts), we or you should give notice of intent not to renew at least 30 days before the current term ends (or as otherwise specified in your contract). We will send a reminder of upcoming renewal for annual plans (typically 30-60 days in advance). Cancellation by Customer: You may elect not to renew by using any provided self-service cancellation function or by notifying our sales/support team in writing before the renewal date. If you cancel effective on a future date, you can continue to use the Service until the end of the period you paid for, and no further charges will be made. No refunds will be provided for early termination or cancellation except as explicitly provided in these Terms or required by law.

Changes in Fees: The Company may change the subscription fees or rates for Service plans by providing you notice at least 30 days in advance of the end of your current subscription term. Fee changes will not take effect until the start of the next renewal term. If you do not agree with a fee increase, you may choose to cancel the subscription at the end of the current term to avoid incurring the new fees. Continuing the Service into a renewal term after a fee change constitutes acceptance of the new rates. One-time fees for optional modules or services are as quoted at the time of purchase; if those change in the future, they won’t affect fees already agreed for existing services unless you decide to purchase additional units or new services later.

Taxes: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for any sales, use, value-added, withholding, or similar taxes that apply to your subscription or purchase, whether domestic or foreign (“Taxes”), other than taxes on the Company’s income. If the Company is required to collect Taxes, we will itemize them on the invoice or charge, unless you have provided a valid tax exemption certificate. If you are required by law to withhold any Taxes from your payment to us, you must provide an official tax receipt or other appropriate documentation to support such withholding, and you agree to pay the Company the full amount of fees stated such that the net amount received by the Company after withholding is equal to the invoiced amount.

Refunds Policy: In general, fees are non-refundable. This means that if you decide to downgrade your plan or cancel the Service in the middle of a paid-for term, you will not receive a refund for the unused portion of the term (the Service will remain active until the period you paid for expires). The one-time setup or implementation fees are not refundable once the work has been initiated or completed. Likewise, any charges for Professional Services that have been delivered or expended (e.g. days of training provided, custom development completed) are non-refundable. In certain cases (especially for self-service online subscriptions), the Company may offer a free trial or a money-back guarantee period – if such an offer is explicitly made at sign-up, it will override this no-refund policy for that initial period under the conditions stated (e.g., cancel within 14 days for a full refund). Any refunds that are granted outside of those conditions (for example, as a gesture of customer service) are at the Company’s sole discretion and do not imply entitlement to future refunds. If the Service is terminated by us without cause (not due to your breach) before the end of a period you’ve paid for, we will refund the pro-rata unused portion of your fees. Refunds, if issued, will be made to the original payment method or via bank transfer, at our discretion.

Late Payments: If any fee is not paid by the due date, the Company may, after providing notice and a short additional grace period, suspend your account or access to the Service until payment is received. You will still be responsible for all accumulated charges during the period of suspension. Suspension for non-payment may result in loss of data or functionality if the period is prolonged; the Company is not responsible for any such loss due to your delay in payment. If you believe any charge is incorrect or unauthorized, you must contact us in writing within 30 days of the charge date to dispute it, otherwise you waive the dispute. The Company will investigate any reasonable disputes and, if an error is found, credit or refund the appropriate amount.

Promotions and Discounts: If you receive a promotional rate or discount for the Service, such rate is only valid for the promotional period. After the promotional period ends, regular fees will apply. Promotional offers are subject to any additional terms that were provided when you signed up. Promotions cannot be combined unless explicitly stated, and are non-transferable. If you upgrade or change plans during a promotional period, you might lose the promotion if it doesn’t apply to the new plan.

Reimbursement of Expenses: This typically applies to Enterprise Clients or Professional Services engagements: if on-site work is requested by the Customer and agreed by the Company, the Customer may need to reimburse reasonable travel and lodging expenses for our personnel per the terms of the Order or contract. We will obtain approval for any significant expenses before incurring them. Such expenses, if any, will be invoiced at cost.

Modifications to Service and Terms

Changes to the Service: The Company reserves the right to modify, enhance, or discontinue any features or components of the Service from time to time. We do this to improve the user experience, adapt to new technologies, comply with legal requirements, or for other business reasons. Enhancements and Updates: Most changes will be improvements or additions of new features. If a new feature is added, it may be offered to you at no additional cost, or it may be part of a higher tier plan or optional module. We will not remove or disable any core feature during a subscription term in a way that materially reduces the Service’s functionality for you, unless it is (a) replaced with a substantially equivalent or improved function, or (b) necessary to comply with law or prevent a security risk. In the rare event that we must retire a significant feature without an equivalent replacement, we will notify affected customers in advance (for example, if an optional module is being discontinued, we’ll inform subscribers of that module and possibly offer a credit or alternative solution).

Urgent Changes: Notwithstanding the above, we may make changes of an urgent nature (such as applying a security patch or disabling a feature that is causing instability or violating someone’s rights) immediately as needed to ensure the Service’s security and integrity. We will inform you as soon as practicable in such cases.

Changes to Terms: We may update or revise these Terms from time to time, especially as our business, laws, and the Service evolve. When we make a material change to these Terms, we will provide you with notice by email or by prominently posting a notice in your account or on our website. The notice will include a summary of the changes and the effective date. Acceptance of Changes: The updated Terms will be effective no sooner than 30 days from the notice (or sooner if the changes are required by law or relate to new features). By continuing to use the Service after the new Terms become effective, you agree to be bound by the revised Terms. If you do not agree to the changes, you must stop using the Service and, if applicable, cancel your subscription before the new Terms take effect. We encourage you to review the Terms periodically to ensure you understand the conditions of your use. For minor updates that do not materially affect your rights (such as clarifications or grammatical corrections), we may not send a formal notice, but the latest version of the Terms will always be available on our website with the “last updated” date.

Regulatory Changes: If a change in any law or regulation (including data protection laws) significantly impacts our ability to offer the Service or any part of it under these Terms, we reserve the right to make modifications to the Service or these Terms to comply. We will endeavor to minimize any disruption to the Service and will communicate any necessary changes (for example, if new privacy laws require us to add or change data processing provisions, we will update our DPA or Terms accordingly and inform you).

Term and Termination

Term: These Terms are effective as of the moment you first accept them (or first use the Service, whichever comes first) and will continue in effect for as long as you have an active subscription or account with the Service. Each Subscription Plan has a defined term as explained in Section 11.4 (e.g., monthly or annual renewal periods). For Enterprise Clients, the term may be specified in the contract (e.g., one year from effective date, with renewal options).

Termination by Customer: You may terminate your subscription and these Terms at any time by canceling your account or subscription through the provided interface or by giving written notice to the Company (subject to any notice period in Section 11.4 for non-renewal). If you terminate in the middle of a subscription period, the termination will be effective at the end of the current paid-up period unless we agree otherwise in writing. (For example, if you cancel an annual subscription 3 months early, you will typically retain access for those 3 months and the contract will terminate at period’s end – no pro-rata refund will be given for the remaining period, per Section 11.7.) For Enterprise Clients, if you wish to terminate early (prior to the contract end date) without cause, you may be responsible for any unpaid fees for the remainder of the term, unless otherwise stated in your contract.

Termination or Suspension by Company: The Company may suspend or terminate your account or this Agreement under the following circumstances:
For Cause (Breach): If you are in material breach of these Terms, including failure to pay fees when due or violation of the Acceptable Use provisions, and such breach is not cured within 10 days after we provide notice to you (or immediately if the breach is incapable of cure or a repeated violation). In case of certain serious breaches (e.g. willful misuse of the Service for unlawful purposes, or actions that jeopardize the security of the Service), we reserve the right to suspend your access immediately without prior notice to prevent ongoing harm, while we attempt to contact you. If your account is suspended for breach, we will work in good faith with you on a plan to restore service once the issue is resolved, but we are not obligated to reinstate accounts for serious or repeated violations.
For Extended Inactivity: If you are on a free trial or a plan that allows free use and your account has been inactive for an extended period (we will define such period, e.g., 6 months of non-use), we may deactivate or delete your account after providing notice to the registered email. (This typically does not apply to paid subscriptions.)
To Comply with Law or Protect Rights: We may terminate this Agreement if required to comply with applicable law or government request (for example, if providing the Service to you has become illegal in your jurisdiction). We may also terminate if continuing the Service with you could subject us to legal liability or sanctions. We will give you as much notice as reasonably practicable in such event.
Service Discontinuation: In the unlikely event that we decide to discontinue the Service entirely or cease operations, we may terminate all user accounts by providing at least 60 days advance notice. In such a case, we will refund any prepaid fees covering the period after termination. We would also provide data export assistance as described below.

Effect of Termination: Upon termination or expiration of your subscription for any reason, your right to access or use the Service will cease (except during any post-termination data retrieval period we provide). The Company will disable your accounts and you must cease all use of the Service. Any fees accrued up to the termination date shall become immediately due and payable (if not already paid). Data Retention and Export: As described in Section 5.3, you will have a limited window (typically 30 days after termination) to retrieve any remaining Customer Data from the Service, after which we will delete or anonymize the Customer Data in our production systems, except as may be required to retain by law or as stored in backups (which are later purged in the normal retention cycle). We are not obligated to retain your data after this period and will not do so, in order to protect data privacy, except to the extent required for our legal protection or obligations. It is your responsibility to ensure you have exported needed data prior to termination or within this window.

Surviving Provisions: Any provision of these Terms which by its nature should survive termination (such as indemnities, limitations of liability, accrued payment obligations, confidentiality, governing law, etc.) will remain in effect after termination. Termination of the Agreement does not relieve either party from liability for breaches occurring prior to termination.

Reinstatement: If your account is suspended or terminated by the Company for non-payment or breach, and you subsequently wish to restore service, we reserve the right to charge any past due fees and a reactivation fee. We also might require you to agree to updated Terms if the Terms have changed since your termination.

Government Clients: If you are using the Service as part of an agreement with a government or international agency and are subject to specific termination rules (for example, termination for convenience clauses, or fiscal funding-out clauses), those terms will be honored as required by law and as documented in your contract with us. We acknowledge that government users may have legal provisions affecting termination and we will work within those frameworks.

Indemnification

 Customer Indemnity: You (the Customer) agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, and agents, from and against any and all third-party claims, demands, lawsuits, investigations, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s or any User’s misuse of the Service or violation of these Terms; (b) any Customer Data or other content provided by you (including, without limitation, allegations that Customer Data infringes or misappropriates a third party’s intellectual property, or that the processing of Customer Data by the Company as authorized by you violates any law or privacy right); (c) any violation of law by you or your users in connection with the use of the Service (for example, any employment or HR law violations in how grievances are handled, or the misuse of the Service to retaliate against a whistleblower, etc.); or (d) your use of the Service to make or publish defamatory or otherwise illegal statements.

Procedure: If the Company seeks indemnification under this Section, we will promptly notify you in writing of any claim or suit and cooperate reasonably with you (at your cost) to facilitate your defense of the claim. You may choose legal counsel to defend the claim, provided such counsel is reasonably acceptable to the Company. You shall have control of the defense and settlement of any claim for which you are indemnifying, but you shall not settle any claim in a manner that admits liability on the part of the Company or imposes any obligation on the Company (other than cessation of use of infringing materials) without the Company’s prior written consent. The Company has the right to participate in the defense of the claim with counsel of its own choosing at its own expense.

Company Indemnity (Intellectual Property): The Company will defend you (the Customer) against any third-party claim that the Service, as provided by the Company and used in compliance with these Terms, directly infringes a third party’s patent, copyright, or trademark, or misappropriates a third party’s trade secret, under the laws of jurisdictions where you are using the Service. The Company will indemnify and hold you harmless from any damages, costs, and attorneys’ fees finally awarded against you as a result of such claim, or agreed in settlement by the Company, provided that: (i) you promptly notify the Company of the claim, (ii) the Company has sole control of the defense and settlement of the claim, and (iii) you provide all information and assistance reasonably requested by the Company. If such an infringement claim arises, or if the Company believes the Service’s intellectual property may infringe, the Company may, at its option and expense, either: (a) procure the right for you to continue using the Service; (b) modify or replace the allegedly infringing component to be non-infringing without materially reducing the functionality; or (c) if the above are not commercially feasible, terminate your subscription for the affected Service and refund any pre-paid fees for the unused term. This Section states the Company’s sole liability, and your exclusive remedy, for any intellectual property infringement or misappropriation by the Service. Exclusions: The Company will have no indemnity obligation for claims arising from your modifications of the Service or combination of the Service with other products, content or processes not furnished by the Company, or from Third-Party integrations or content (Section 9), or where you continue the allegedly infringing activity after being informed of modifications that would have avoided the alleged infringement.

Governmental Immunity: If you are a government or public sector entity and any of the above indemnification obligations on Customer are prohibited by law or regulations (e.g., certain governments cannot indemnify private parties), then such obligations shall not apply to you. In such case, and solely to the extent required by law, any liability of Customer for such claims shall instead be subject to the liability provisions under the applicable law.

Disclaimers of Warranties

“As-Is” Basis: Except as expressly provided in these Terms (or in an SLA or DPA where applicable), the Service and all related software, content, and services are provided “AS IS” and “AS AVAILABLE” without warranty of any kind. The Company, on behalf of itself and its suppliers, expressly disclaims any and all warranties, whether express, implied, or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, accuracy, or arising from course of dealing or usage of trade. We do not warrant that the Service will meet all of your requirements, or that operation of the Service will be uninterrupted or error-free, or that all deficiencies or errors can or will be corrected.

No Guarantee of Outcomes: You understand that Grievance.app is a tool to facilitate grievance submission, management, and resolution, but the Company makes no warranties or guarantees regarding the outcomes or results of any grievance or complaint managed through the Service. The responsibility for resolving grievances, making decisions based on the data, and complying with any legal or regulatory obligations in handling grievances lies solely with you (the Customer). The Service provides features to help you track and manage cases (e.g., time-stamping, reporting, workflow automation), but the Company does not guarantee that using the Service will ensure compliance with any laws or standards, or that it will prevent any harm or wrongdoing. For example, while the Service can track Service Level Agreements for response times, the Company is not responsible if those SLAs are not met by your users or if issues are not resolved to the satisfaction of complainants.

Third-Party Services and Content: The Company makes no warranty as to any third-party services, integrations, or content (including data from or sent to third-party systems) that you use in conjunction with the Service. Such third-party services are outside the control of the Company and are provided “as is” by their providers. The Company disclaims any liability or obligation with respect to third-party services as described in Section 9.

Data Integrity and Loss: While we commit to using reasonable measures to protect and back up Customer Data as described in Section 7.1, we cannot guarantee that there will never be any loss or corruption of data. You are encouraged to maintain your own backups/export of important data. Except as explicitly stated in an SLA, the Company does not warrant that Customer Data will never be lost or that any lost data can be fully restored (other than through restoration from our last good backup, if applicable).

No Advice: Any advice or information (oral or written) obtained from the Company or through the Service (for example, support articles, suggestions, or best practice guides) does not create any warranty not expressly stated in these Terms. You remain responsible for compliance with all laws applicable to you and your use of the Service.

Beta Features: From time to time, the Company may offer new features or modules in a beta or early access program. Such beta features will be identified as such and may be offered without additional cost for testing. Beta features are provided “as is”, exclusively for evaluation and feedback, without any warranty whatsoever, and may be discontinued or modified at any time. They are not considered part of the “Service” for purposes of any commitments in these Terms until officially launched.

Jurisdictional Caveats: Some jurisdictions do not allow the exclusion of certain warranties. Nothing in this Section is intended to exclude or limit any warranty that cannot be excluded by law. If implied warranties cannot be disclaimed in your jurisdiction, then such warranties are limited in duration to the minimum period permitted by law.

Limitation of Liability

Types of Damages: To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever arising out of or in connection with the Service or these Terms, including but not limited to damages for lost profits, lost revenue, lost or damaged data, business interruption, loss of goodwill, or procurement of substitute services, even if the party has been advised of the possibility of such damages or if they are otherwise foreseeable. This disclaimer of liability shall apply regardless of the theory of liability (contract, tort, negligence, strict liability, or any other theory).

Liability Cap: The aggregate liability of the Company arising out of or related to these Terms or the Service shall not exceed the total amount of fees actually paid by you to the Company for the Service in the twelve (12) months immediately preceding the event giving rise to the claim (or, if the claim arises before twelve months of service use has elapsed, the total fees paid up to the date of the claim). If you are on a free plan or trial and have paid no fees, the Company’s total liability shall not exceed USD $100.00. This liability cap applies to all causes of action and claims in the aggregate, including contract, warranty, negligence, strict liability, or other tort.

Exceptions: The exclusions and limitations of liability in this Section 16 shall not apply to the extent prohibited by applicable law. In certain jurisdictions, liability for certain types of harm cannot be limited, so the above limitations may not fully apply to you. Nothing in these Terms shall limit or exclude liability for a party’s gross negligence or willful misconduct, or for death or personal injury caused by that party’s negligence to the extent such liability cannot be excluded by law, or for fraud or fraudulent misrepresentation.

Allocation of Risk: Both parties acknowledge that the fees reflect the allocation of risk set forth in this Agreement and that the parties would not have entered into the Agreement or provided the Service on the same terms without these limitations of liability. You acknowledge that the Company is not an insurer and is not responsible for any incidents or losses that may arise in connection with the operation or results of the Service, except as expressly provided for.

Claims: Any claim or cause of action arising out of or related to the use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred. This limitations period does not apply where prohibited by law.

Governing Law and Dispute Resolution

Governing Law: This Agreement and any disputes arising out of or relating to it or the Service (“Disputes”) shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles, except that if you are a governmental entity, and your laws mandate a specific governing law, then your jurisdiction’s law may apply to the extent required. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Jurisdiction and Venue: Any dispute arising under or in relation to these Terms that is not subject to arbitration (as provided below) will be resolved in the state or federal courts having jurisdiction over San Francisco, California, USA, and each party consents to the personal jurisdiction of and venue in such courts. Each party waives any objections based on inconvenient forum or lack of jurisdiction. However, the Company reserves the right to seek injunctive relief in any jurisdiction to prevent irreparable harm (e.g., to protect its intellectual property or Confidential Information) pending formal resolution of the dispute.

Negotiation: In the event of any Dispute, the parties agree to first attempt to resolve it informally by notifying the other party of the dispute and engaging in good-faith negotiations. If you have an issue with the Service, please contact us and we will attempt to resolve it to your satisfaction. Likewise, we will contact you to discuss any issues before pursuing formal legal action.

Arbitration (Optional): For Customers not falling under a specific legal prohibition against arbitration (and excluding government or public entities for whom arbitration is not an option), the Company may offer to resolve certain disputes through binding arbitration. If both parties agree, the Dispute shall be finally settled by binding arbitration in the English language. The arbitration will be conducted in the location that is mutually agreeable (or if not, in California) under the rules of the American Arbitration Association (AAA) for commercial arbitration. Each party will bear its own costs; the arbitrator can award fees and costs in line with the applicable rules. The arbitrator’s award shall be final and may be entered as a judgment in any court of competent jurisdiction. Important: Arbitration is entirely voluntary unless otherwise required by law; by default, these Terms do not mandate arbitration, but it can be a mutually chosen method.

Government or International Users: If Customer is an international organization or a government with certain immunities or special dispute provisions, the governing law and dispute resolution terms of the separately negotiated contract will apply in place of the above. For example, a United Nations agency might require disputes to be resolved by UN Commission on International Trade Law (UNCITRAL) arbitration and be governed by international law. Such provisions would be respected if agreed in writing in lieu of this Section.

Prevailing Party: In any legal action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees from the other party, except as may be limited by law or as determined by the arbitrator or court.

Miscellaneous Provisions

Entire Agreement: These Terms (including any documents incorporated by reference, such as the Privacy Policy, DPA, Order Form, or SLA) constitute the entire agreement between you and the Company regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. In the event of any conflict between these Terms and an Order Form or a negotiated agreement, the terms of the Order Form or negotiated agreement shall prevail to the extent of the conflict.

Amendment and Waiver: Except for updates by the Company as described in Section 12.3, any amendment or modification to this Agreement must be in writing and signed by both parties. No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. A waiver of one provision shall not be construed as a waiver of any other provision or a continuing waiver. The failure of either party to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of these Terms will remain in full force and effect. The parties will negotiate in good faith a valid and enforceable provision that is a reasonable substitute, reflecting the original intent to the extent possible.

Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the Company’s prior written consent, except in the case of a successor entity in a merger, acquisition, or sale of all or substantially all of your assets (and provided the assignee agrees to be bound by these Terms). The Company may assign or transfer this Agreement, in whole or in part, to any affiliate or in connection with a merger, reorganization, or sale of assets or business. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Relationship of Parties: The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, or agency relationship between the Company and you. Neither party has the authority to bind the other or incur obligations on the other’s behalf without prior written consent.

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations (except payment obligations) under these Terms if such delay or failure is due to causes beyond its reasonable control, such as acts of God, natural disasters, war, terrorism, civil disturbances, labor disputes, governmental actions, internet or telecommunication failures outside of the party’s control, or other force majeure events. The affected party will notify the other of the force majeure event and use diligent efforts to resume performance as soon as practicable. If a force majeure event continues for an extended period (e.g., more than 60 days), either party may have the right to terminate the Agreement upon written notice.

Notices: Notices under this Agreement shall be in writing and shall be deemed to have been given: (i) if by hand or courier, upon delivery; (ii) if by certified mail, five (5) business days after dispatch; or (iii) if by email, when the email is sent (provided no bounce or failure message is received) and a copy is provided by another method. Notices to the Company should be sent to our registered address or official contact email as provided on our website (e.g., legal@grievance.app). Notices to you will be sent to the contact information we have on file (such as the email of your account owner or billing contact). You are responsible for keeping your contact information up to date.

Export Compliance: The Service and related software may be subject to export laws and regulations. You represent that you are not named on any U.S. or other government denied-party or sanctions list. You shall not permit users in embargoed countries or regions (currently, for example, North Korea, Iran, Syria, Cuba, Crimea, etc., as applicable under law) to access the Service, and you shall not use the Service in violation of any export restriction or sanction.

U.S. Government End-Users: The software component of the Service is commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, or any related documentation, is restricted by the terms of these Terms in accordance with Federal Acquisition Regulation 12.212 and Defense Federal Acquisition Regulation Supplement 227.7202, and any successor regulations.

Publicity: The Company may identify you (by name and logo) as a customer in its promotional materials (such as its website or presentations), unless you request otherwise. If you do not wish to be identified, please notify us and we will remove references in future materials. Any press releases or formal case studies will only be done with mutual consent.

Language: These Terms are written in English. If they are translated into another language, the English version will control in the event of any conflict or inconsistency in interpretation.

By using the Service, you acknowledge that you have read, understood, and agree to all of the above terms. If you are accepting on behalf of an organization, you affirm that you have the authority to do so and to bind the organization. Click “Accept” to indicate your acceptance of these Terms and proceed to use Grievance.app under the conditions herein.

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