Terms & Conditions

3.1 License Grant.

Subject to these Terms and timely payment of fees, Provider grants Customer a limited, non‑exclusive, non‑transferable (except as expressly permitted), worldwide right during the Subscription Term to access and use the Service and Documentation solely for Customer's internal business purposes.

3.2 Account Security.

Customer is responsible for all activities occurring under its accounts. Customer must maintain the confidentiality of credentials, implement industry‑standard access controls, and promptly notify Provider of any actual or suspected unauthorized access or breach.

3.3 Acceptable Use.

Customer will not, and will not permit any third party to:

• copy, modify, or create derivative works of the Service;
• reverse engineer, decompile, or attempt to discover source code (except to the extent a restriction is prohibited by law);
• circumvent security or access controls;
• use the Service to store or transmit malicious code or unlawful content;
• interfere with or disrupt the integrity or performance of the Service;
• perform or disclose benchmarking or vulnerability testing without Provider's prior written consent;
• use the Service for consumer or household purposes;
• use the Service for high‑risk activities where failure could result in death, personal injury, or environmental damage;
• use the Service in violation of applicable law (including export, sanctions, and anti‑corruption laws) or third‑party rights.

3.4 Third‑Party Services.

The Service may interoperate with third‑party products or services. Provider does not control and is not responsible for third‑party services. Enabling or using a third‑party service is at Customer's sole risk and may be subject to third‑party terms.

3.5 Beta, Free, Trial, and Evaluation Features.

Provider may offer features identified as alpha, beta, preview, trial, evaluation, or similar ("Beta Features"). Beta Features are provided "AS IS," may be suspended or discontinued at any time, and are excluded from any commitments.

4.1 Fees.

Customer will pay the fees displayed at Online Checkout for the selected subscription plan. Fees are non‑cancellable, non‑creditable, and non‑refundable, except as expressly stated in these Terms.

4.2 Payment; Taxes.

The Service is sold exclusively on a pay‑in‑advance basis by credit or debit card via our payment provider, Stripe. By submitting a card at checkout, Customer authorizes Provider (and its payment processor) to charge all applicable fees and taxes at the start of each Subscription Term and upon renewal. No other payment methods are accepted. Fees are exclusive of taxes, levies, and duties (e.g., VAT, GST, withholding). Customer is responsible for all applicable taxes except those based on Provider's net income. If withholding is required by law, Customer will gross‑up payments so that Provider receives the amounts due in full.

4.3 Late Payments; Suspension.

If a charge attempt fails or a payment is otherwise overdue, Provider may suspend the Service after reasonable notice. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

4.4 Price Changes.

Provider may adjust pricing effective upon renewal by notifying Customer at least 30 days prior to the renewal date.

4.5 No Set‑off.

Customer may not withhold, set off, or condition payments on counterclaims.

5.1 Provider IP.

Provider and its licensors own all rights, title, and interest in and to the Service, Documentation, Usage Data, and all improvements and derivatives thereof. Except for the limited rights expressly granted in Section 3.1, no rights are granted to Customer.

5.2 Customer Data.

As between the parties, Customer retains all rights to Customer Data. Customer grants Provider a non‑exclusive, worldwide, royalty‑free, sublicensable license to host, copy, process, transmit, display, and create de‑identified or aggregated data from Customer Data to provide, secure, support, improve, and develop the Service, and as otherwise permitted by law. Provider will not sell Customer Data.

5.3 Feedback.

Provider may use Feedback without restriction or obligation.

6.1 Ownership.

Contributors retain full ownership of all intellectual property rights in their Maturity Models. Nothing in these Terms transfers ownership of Maturity Models to Provider or to any Customer.

6.2 License to Provider and Sublicense to Customers.

By submitting Maturity Models to the Service, Contributor grants Provider a worldwide, non‑exclusive, transferable, sublicensable, royalty‑free license during the availability period to host, reproduce, display, perform, distribute, adapt (formatting and technical modifications only), and make the Maturity Models available within the Service, including the right to sublicense access to Customers for use within the Service. This license does not include any payment terms, revenue share, or commercial consideration, all of which shall be governed exclusively by a separate written agreement between Provider and the Contributor, if any.

6.3 Acceptance; Moderation.

Provider has sole discretion to review, approve, reject, or remove any Maturity Model at any time, with or without notice, for any reason or no reason, including quality, legal compliance, or business considerations. Provider has no obligation to host, list, feature, or maintain any Maturity Model.

6.4 Contributor Representations and Warranties.

Each Contributor represents and warrants that: (a) it owns or has obtained all necessary rights, licenses, consents, and permissions to submit the Maturity Models and to grant the licenses in Section 6.2; (b) the Maturity Models and their use as contemplated will not infringe, misappropriate, or violate any third‑party intellectual property, privacy, publicity, or other rights; (c) the Maturity Models do not contain unlawful, misleading, or harmful content; and (d) it will comply with all applicable laws.

6.5 Contributor Indemnity.

Contributor will defend, indemnify, and hold harmless Provider, its Affiliates, officers, directors, employees, and agents from and against any third‑party claim, demand, suit, or proceeding, and all liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to the Maturity Models or Contributor's breach of this Section 6. Contributor bears all consequences and liabilities arising from any intellectual property infringement, misappropriation, or other violation caused by its Maturity Models.

6.6 Customer Use of Maturity Models.

Customers may use Maturity Models within the Service for internal business purposes only and subject to these Terms. Customers must not extract, resell, re‑license, or publicly distribute Maturity Models outside the Service unless expressly permitted by the Contributor and Provider in a separate written agreement.

6.7 Takedown Procedures.

Provider maintains an IP complaint and takedown process. Rights holders may submit notices to: office@gradum.io. Provider may remove or disable access to disputed content and may notify the Contributor and/or Customer. Provider may require a counter‑notification. Provider may terminate or suspend accounts of repeat infringers.

7.1 Compliance.

Provider will process personal data in accordance with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR). A separate DPA, available on request as a separate legal document (not included in the online purchase nor in any order form), governs the processing of personal data by Provider on Customer's behalf. In case of conflict, the DPA prevails over these Terms with respect to personal data processing.

7.2 Security.

Provider maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Service and Customer Data. Provider does not guarantee that security measures will be error‑free or impenetrable.

7.3 Subprocessors and Transfers.

Customer authorizes Provider to engage subprocessors and to transfer personal data internationally, including outside the EEA, subject to appropriate safeguards (e.g., Standard Contractual Clauses). Provider will maintain a list of subprocessors and will provide notice of material changes as described in the DPA.

7.4 Incident Response.

Provider will notify Customer without undue delay after becoming aware of a personal data breach affecting Customer Data and will provide information reasonably required to meet Customer's legal obligations.

7.5 Data Export and Deletion.

During the Subscription Term and for 30 days after termination or expiry, Customer may export Customer Data from the Service in a commercially reasonable format. After that period, Provider may delete or de‑identify Customer Data, except as required by law.

8.1 Support.

Provider will provide standard support as described in the Documentation. Any enhanced support or service levels must be expressly set out in a separate premium support agreement.

8.2 Availability.

Provider targets commercially reasonable uptime but does not guarantee uninterrupted or error‑free operation. Scheduled maintenance will be communicated as practicable.

8.3 Changes to the Service.

Provider may improve, update, or modify the Service at any time.

9.1 Definition.

"Confidential Information" means non‑public information disclosed by a party that is designated as confidential or that should reasonably be understood to be confidential, including business plans, product information, technology, security information, pricing, and Customer Data.

9.2 Obligations.

The receiving party will (a) use the disclosing party's Confidential Information only for purposes consistent with these Terms; (b) not disclose it to third parties except to its Affiliates, employees, and contractors who have a need to know and are bound by confidentiality obligations at least as protective; and (c) protect it using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care.

9.3 Exclusions.

Confidential Information does not include information that is or becomes public through no fault of the receiving party; was known to the receiving party without restriction before receipt; is rightfully received from a third party without restriction; or is independently developed without use of the disclosing party's Confidential Information.

9.4 Compelled Disclosure.

The receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates (at the disclosing party's expense) in any effort to seek protective treatment.

10.1 Mutual Warranties.

Each party represents that it is duly organized and validly existing; has the power to enter into these Terms; and will comply with applicable laws in performing hereunder.

10.2 Customer Warranties.

Customer represents and warrants that it is a business user (not a consumer); that it and its Authorized Users will use the Service only in accordance with these Terms and applicable laws; and that Customer has obtained all necessary rights and consents to submit Customer Data to the Service.

10.3 Disclaimer.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, DOCUMENTATION, CONTENT (INCLUDING MATURITY MODELS), AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON‑INFRINGEMENT, OR UNINTERRUPTED AVAILABILITY. PROVIDER DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR CONTENT PROVIDED BY CONTRIBUTORS OR THIRD PARTIES.

11.1 No Financial Obligation.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL PROVIDER, ITS AFFILIATES, LICENSORS, OR SUBPROCESSORS BE LIABLE FOR ANY MONETARY DAMAGES, PAYMENTS, REFUNDS, CREDITS, FEES, PENALTIES, OR OTHER FINANCIAL OBLIGATIONS OF ANY KIND ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Exclusive Remedies.

CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM RELATING TO THE SERVICE ARE: (a) RE‑PERFORMANCE OF THE AFFECTED FUNCTIONALITY OR PROVISION OF A WORKAROUND; OR (b) TERMINATION OF ACCESS TO THE SERVICE WITH NO REFUND OR CREDIT.

11.3 Fallback Cap if Required by Mandatory Law.

IF, NOTWITHSTANDING THE ABOVE, A COMPETENT AUTHORITY DETERMINES THAT A MONETARY REMEDY CANNOT BE EXCLUDED AS A MATTER OF MANDATORY LAW, THE TOTAL AGGREGATE LIABILITY OF PROVIDER AND ITS AFFILIATES FOR ALL CLAIMS WILL NOT EXCEED THE LOWER OF EUR 100 OR THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

11.4 Indirect and Other Damages.

To the maximum extent permitted by law, Provider disclaims all liability for any indirect, incidental, consequential, special, exemplary, or punitive damages; loss of profits, revenue, savings, data, or goodwill; business interruption; or procurement of substitute goods or services.

12.1 By Customer.

Customer will defend, indemnify, and hold harmless Provider, its Affiliates, officers, directors, employees, and agents from and against any third‑party claim, demand, suit, or proceeding, and all associated losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Data; (b) Customer's use of the Service in breach of these Terms; or (c) alleged infringement or violation of law by Customer's content or use.

For clarity, Provider does not provide any IP infringement indemnity. Provider may, at its sole discretion and without any financial obligation, modify the Service or remove content to mitigate claims.

12.2 Contributor Content.

In addition to Section 6.5, any Contributor who submits Maturity Models agrees to defend, indemnify, and hold harmless Provider, its Affiliates, officers, directors, employees, and agents from and against any third‑party claim, demand, suit, or proceeding, and all associated losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to the Contributor's Maturity Models or breach of these Terms. This Section applies whether or not the Contributor is also a Customer.

13.1 Term.

These Terms take effect on the Effective Date and continue until all Subscription Terms have expired or been terminated.

13.2 Termination for Cause.

Either party may terminate these Terms for material breach not cured within 30 days after written notice.

13.3 Suspension.

Provider may immediately suspend access to the Service if: (a) Customer fails to pay fees when due; (b) Provider reasonably believes Customer's use poses a security risk, violates law, or breaches these Terms; or (c) required by law or a governmental authority.

13.4 Effect of Termination.

Upon termination or expiry, Customer's rights to access the Service cease. Sections intended by their nature to survive (including 1, 2, 4 (as to amounts due), 5–7, 8.3, 9–12, 13.4, and 14–21) will survive. Within the time set out in Section 7.5, Customer may export Customer Data.

21.1 Entire Agreement.

These Terms, together with any DPA (if applicable) and the Documentation, constitute the entire agreement between the parties and supersede all prior or contemporaneous proposals, agreements, and communications relating to the subject matter.

21.2 Severability.

If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

21.3 No Waiver.

A waiver of any right is effective only if in writing and signed by an authorized representative. Failure to enforce a provision is not a waiver.

21.4 Independent Contractors.

The parties are independent contractors. Nothing creates a joint venture, partnership, agency, or fiduciary relationship.

21.5 No Third‑Party Beneficiaries.

Except as expressly stated, there are no third‑party beneficiaries to these Terms.

21.6 Headings; Interpretation.

Headings are for convenience and do not affect interpretation. Terms like "including" mean "including without limitation."

21.7 Open Source.

The Service may contain open‑source software components subject to their own licenses, which will govern such components.