Terms of Service

Effective Date: 04 MAY 2026
Last Updated: 04 MAY 2026

These Terms of Service (“Terms”) govern access to and use of the websites, software, applications, and services made available by GXP AI LLC, a New Jersey limited liability company doing business as “GxP Prep AI” (“Company,” “we,” “us,” or “our”), including the website at gxpprep.com and the audit-preparation platform accessible through it (collectively, the “Service”).

By accessing or using the Service, by clicking a button or checking a box indicating acceptance, or by entering into a written or electronic order with Company that references these Terms, you agree to be bound by these Terms. If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and “you” or “Customer” refers to that entity and its authorized users. If you do not agree, do not access or use the Service.

These Terms incorporate by reference the “Privacy Policy” at https://www.gxpprep.com/privacy and any “Order”. Together, these documents form the entire “Agreement” between you and Company.

1. Definitions.

(a) “Account” means a registered account on the Service.

(b) “Authorized User” means an individual that Customer authorizes to access and use the Service under Customer’s Account.

(c) “Customer Inputs” means any documents, files, text, data, or other materials that Customer or its Authorized Users upload, submit, or otherwise provide to the Service for processing.

(d) “Generated Output” means any document, text, citation, checklist, interview question set, regulatory reference, or other output generated by the Service from Customer Inputs.

(e) “Order” means an order, subscription selection, or checkout confirmation through which Customer subscribes to the Service.

(f) “Subscription” means a paid subscription to a tier of the Service, and “Subscription Term” means the period during which Customer is entitled to access the Service under an Order.

(g) “Third-Party Services” means any third-party software, services, or systems integrated with or used by the Service.

2. Eligibility; Accounts.

2.1 Eligibility. The Service is a productivity tool intended for use by qualified professionals working in or supporting GxP-regulated activities, including auditors, consultants, and quality professionals. You must be at least 18 years of age and have legal authority to enter into this Agreement.

2.2 Account Registration. To use the Service, Customer must create an Account through the Service’s registration flow. Customer agrees to provide accurate, current, and complete information and to keep it up to date. Customer is responsible for safeguarding its credentials and for activity under its Account.

2.3 Authorized Users. Customer may permit Authorized Users to access the Service in accordance with the seat limits applicable to its Subscription tier. Customer is responsible for the acts and omissions of its Authorized Users and for ensuring each complies with the Agreement.

3. The Service.

3.1 Description. The Service generates draft audit-preparation documents (including checklists, interview questions, and regulatory references) from Customer Inputs, using artificial intelligence and related technologies. The Service is provided as software-as-a-service. The Service is positioned as a productivity tool that accelerates audit-preparation work performed by qualified professionals. The Service is not a substitute for professional judgment, regulatory advice, audit conclusions, or analysis by qualified counsel or compliance professionals, and Customer’s use of the Service does not transfer or shift any professional responsibility to Company. Customer Inputs are processed in memory and are not retained by the Service following delivery of Generated Output, as further described in the Privacy Policy.

3.2 Subscription Tiers. Customer may select among Company’s subscription tiers, currently Starter, Professional, and Team. Each tier has different feature limits, framework coverage, and seat allocations as described in the Service or applicable Order. Company may adjust tier features, pricing, or availability prospectively upon notice to Customer.

3.3 No Storage of Customer Inputs. Customer Inputs are processed in real time. Following delivery of Generated Output, Company does not retain Customer Inputs in Company’s storage systems, except (a) for short-term in-memory processing necessary to generate the Generated Output, or (b) as required by applicable law. This Section 3.3 [No Storage of Customer Inputs] does not apply to Operational Data (as defined in Section 11.5 [Operational Data]), which Company retains and uses as described in Section 11.5 and the Privacy Policy.

4. Beta Provisions.

4.1 Beta Status. From time to time, Company may make all or part of the Service available on a beta, trial, evaluation, or pre-release basis (a “Beta Program”). Use during a Beta Program is governed by these Terms, and the provisions of this Section 4 [Beta Provisions] control over conflicting provisions for the duration of the Beta Program.

4.2 No Fees During Beta. Unless otherwise specified in writing, Customer may use the Service during a Beta Program at no charge. During the Beta Program, no payment instrument is required and Company’s payment processor will not be configured to charge Customer. Company reserves the right to terminate the Beta Program, transition Customer to a paid Subscription (subject to Customer’s separate acceptance of the applicable Subscription terms), or discontinue the Service at any time upon notice.

4.3 Beta Disclaimer. THE SERVICE PROVIDED DURING A BETA PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. CUSTOMER ACKNOWLEDGES THAT THE SERVICE MAY BE INCOMPLETE, MAY CONTAIN BUGS OR ERRORS, MAY NOT FUNCTION AS DESCRIBED, AND MAY BE MODIFIED OR DISCONTINUED WITHOUT NOTICE. COMPANY DISCLAIMS ALL WARRANTIES AND LIABILITY ARISING FROM USE DURING A BETA PROGRAM TO THE FULLEST EXTENT PERMITTED BY LAW.

4.4 Beta Feedback. Customer may, but is not required to, provide feedback regarding the Service during a Beta Program (“Feedback”). Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and incorporate Feedback into the Service or any other Company product, without restriction or compensation.

4.5 Confidentiality of Beta. During a Beta Program, the existence, features, and performance of the Service constitute Company’s confidential information. Customer will not disclose Beta-specific information to third parties without Company’s prior written consent, except to Authorized Users with a need to know who are bound by confidentiality obligations no less restrictive than Section 10 [Confidentiality].

5. Subscriptions, Fees, and Payment.

5.1 Fees. Customer will pay the fees applicable to its selected Subscription tier as shown in the Service or applicable Order (“Fees”). All Fees are stated in U.S. dollars and are non-refundable except as expressly set forth in this Agreement or as required by law.

5.2 Billing. Fees are billed in advance on a monthly basis through Company’s third-party payment processor identified in the Privacy Policy. By providing payment information, Customer authorizes the payment processor to charge the Fees to Customer’s payment method on each billing cycle.

5.3 Auto-Renewal. Subscriptions automatically renew at the end of each billing period at the then-current Fees, unless Customer cancels prior to the next renewal date. Customer may cancel at any time through Account settings or by contacting Company at support@gxpprep.com. Cancellation takes effect at the end of the then-current billing period.

5.4 Price Changes. Company may modify Fees prospectively upon at least 30 days’ notice. Modified Fees take effect at the start of the next billing period following the notice.

5.5 Taxes. Fees are exclusive of all taxes, levies, or duties (other than taxes based on Company’s net income). Customer is responsible for paying all such taxes.

5.6 Late Payment. If Company’s payment processor is unable to process a payment, Company may suspend Customer’s access until payment is received. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.7 Refunds. Except as expressly stated, Fees are non-refundable. If the Service is materially unavailable for an extended period, please contact us at support@gxpprep.com and we will consider a prorated credit or refund in good faith.

6. Third-Party Services and Subprocessors.

6.1 AI Processing. The Service uses third-party large language model and embedding services to process Customer Inputs and generate Generated Output, including for primary text generation, citation verification, and vector search functions. The current list of such providers is set forth in the Privacy Policy. Customer Input text transits the application programming interfaces of these providers for processing. Company has no control over the policies, practices, or service levels of any Third-Party Service.

6.2 Other Subprocessors. Company also uses Third-Party Services for authentication and database services, hosting, payment processing, and other operational functions. The current list of such subprocessors is set forth in the Privacy Policy.

6.3 No Model Training. Company does not use Customer Inputs or Generated Output to train any AI model operated by Company. Company’s use of the Third-Party Services identified in the Privacy Policy as AI processing providers is governed by those providers’ standard API terms, which, as of the Effective Date set forth above, do not authorize those providers to use API submissions to train their generally available models. Customer acknowledges that (a) those providers’ terms are subject to change, (b) Customer Inputs transmitted to Third-Party Services are subject to those providers’ then-current terms and policies, and (c) Company does not control the practices of any Third-Party Service.

6.4 Subprocessor Changes. Company may add, replace, or remove subprocessors from time to time. Material changes will be reflected in the Privacy Policy or otherwise communicated.

7. Rights & License; Customer Inputs; Generated Output.

7.1 Right to the Service. Subject to the Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right, during the Subscription Term, to access and use the Service for Customer’s business purposes.

7.2 Customer Inputs; License to Company. As between the parties, Customer retains all right, title, and interest in and to Customer Inputs. Customer grants Company a non-exclusive, royalty-free, worldwide, sublicensable (including to Company’s hosting providers, model providers, and other Third-Party Services) license to host, store, cache, copy, reproduce, transmit, process, modify, create derivative works of, and display Customer Inputs as necessary (a) to provide and operate the Service for Customer, (b) to generate, deliver, and improve Generated Output, including by submitting Customer Inputs to Third-Party Services for processing, and (c) to comply with applicable law. This license terminates when the Service has finished processing the relevant Customer Inputs and Generated Output has been delivered, except for Operational Data (as defined in Section 11.5 [Operational Data]), which Company retains and uses as described in Section 11.5 and the Privacy Policy.

7.3 Generated Output. Subject to Customer’s payment of all applicable Fees and compliance with the Agreement, Company assigns to Customer all of Company’s right, title, and interest in and to the Generated Output produced from Customer’s Customer Inputs. Customer is solely responsible for the review, validation, and use of Generated Output.

7.4 Customer Responsibility for Inputs. Customer represents and warrants that (a) Customer has all rights necessary to submit the Customer Inputs to the Service, (b) Customer Inputs do not infringe or violate the rights of any third party, and (c) Customer’s use of the Service complies with all laws applicable to Customer Inputs and to Customer’s industry, including any obligations of confidentiality Customer owes to its own clients or counterparties.

7.5 Restricted Inputs. Customer agrees not to submit to the Service: (a) protected health information (“PHI”) as defined under HIPAA; (b) cardholder data subject to PCI DSS; (c) Social Security numbers, government identification numbers, or other sensitive personal identifiers; (d) export-controlled data subject to ITAR or EAR; or (e) any data the disclosure of which to Third-Party Services would violate applicable law or contract. The Service is not designed to handle such data, and Company is not a HIPAA business associate. If Customer requires features that involve any such data, Customer must contact Company in advance and obtain Company’s written agreement, which Company may withhold in its discretion.

8. AI Outputs; No Professional Advice.

8.1 Nature of Generated Output. GENERATED OUTPUT IS PRODUCED BY ARTIFICIAL INTELLIGENCE AND IS PROVIDED AS A DRAFT STARTING POINT ONLY. GENERATED OUTPUT MAY BE INCOMPLETE, INACCURATE, OUT OF DATE, OR OTHERWISE UNSUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT GENERATIVE-AI SYSTEMS CAN PRODUCE FACTUAL ERRORS, FABRICATED CITATIONS, AND OTHER INACCURACIES.

8.2 No Professional or Regulatory Advice. The Service is a productivity tool for use by qualified professionals. Generated Output does not constitute legal advice, regulatory advice, audit conclusions, certification, attestation, opinion, or any other form of professional services or advice. Company is not a law firm, an accredited certification body, a Notified Body, a clinical research organization, an audit firm, or a regulatory affairs consultancy, and the Service is not a substitute for engagement with qualified professionals. No attorney-client, consultant-client, auditor-client, or other professional relationship is formed by use of the Service.

8.3 Customer Review and Validation Required. Customer is solely responsible for independently reviewing, verifying, and validating all Generated Output before any use, including before submission to any regulatory authority, sponsor, client, employer, or third party. Customer assumes all risk associated with reliance on Generated Output. Company makes no representation that Generated Output meets any regulatory, professional, or industry standard.

8.4 No Warranty of Regulatory Accuracy. Without limiting Section 12 [Disclaimers], Company specifically disclaims any warranty that Generated Output (a) accurately reflects the requirements of any regulatory framework (including ICH GCP, FDA GLP, OECD GLP, or any other guideline or regulation), (b) will be accepted by any regulator, sponsor, or auditor, or (c) reflects current law, regulation, or guidance.

8.5 In-Product Disclaimers. Customer acknowledges that the Service includes layered disclaimers, including (a) a full disclaimer on the first page of each item of Generated Output, (b) footer text on every page of Generated Output, and (c) a user-interface acknowledgment that Customer must affirmatively accept before downloading Generated Output. Customer agrees not to remove, alter, or obscure these disclaimers in any copy of Generated Output that Customer distributes or relies upon.

9. Acceptable Use.

9.1 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, or attempt to derive source code from the Service, except as expressly permitted by law; (b) circumvent access controls, rate limits, or usage restrictions; (c) use the Service to develop a competing product or to train any machine-learning model; (d) resell, sublicense, or provide the Service to third parties as a service; (e) transmit malware or interfere with the Service or its users; (f) use the Service in violation of law, regulation, or third-party right; (g) submit Customer Inputs that Customer is not authorized to submit; (h) misrepresent Generated Output as having been produced or approved by a regulator, sponsor, or third party; or (i) remove or obscure any proprietary notices on the Service or Generated Output.

9.2 Suspension. Company may suspend Customer’s access immediately if Company reasonably determines that Customer’s use violates this Section 9 [Acceptable Use] or otherwise poses a risk to the Service, Company, or third parties.

9.3 Export Controls and Sanctions. Customer represents and warrants that (a) Customer is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. trade sanctions, (b) Customer is not on any U.S. government list of restricted, sanctioned, or denied parties, and (c) Customer will not access or use the Service in violation of any U.S. or other applicable export-control or economic-sanctions law, including the Export Administration Regulations (EAR) and sanctions administered by the U.S. Office of Foreign Assets Control (OFAC). Customer further agrees not to submit Customer Inputs containing technical data subject to the International Traffic in Arms Regulations (ITAR).

10. Confidentiality.

10.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential or that the Recipient should reasonably understand to be confidential. Confidential Information of Company includes the non-public features, functionality, and performance of the Service. Confidential Information of Customer includes Customer Inputs and Generated Output.

10.2 Obligations. Recipient will (a) use Confidential Information solely to exercise its rights and perform its obligations under the Agreement, and (b) protect Confidential Information using at least the same degree of care that it uses for its own information of similar sensitivity, but in no event less than reasonable care. Recipient may disclose Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less restrictive than this Section 10 [Confidentiality].

10.3 Exceptions. The obligations in this Section 10 do not apply to information that (a) is or becomes publicly available without breach by Recipient, (b) was known to Recipient before disclosure, (c) is independently developed by Recipient, or (d) is rightfully obtained from a third party without restriction.

10.4 Compelled Disclosure. If Recipient is compelled by law to disclose Confidential Information, Recipient will provide prompt notice to Discloser (to the extent legally permitted) and reasonably cooperate with Discloser’s efforts to limit disclosure.

10.5 Survival. The obligations in this Section 10 [Confidentiality] survive for three (3) years following expiration or termination of the Agreement, except that obligations with respect to information that constitutes a trade secret survive for so long as the information remains a trade secret under applicable law.

11. Intellectual Property.

11.1 Company IP. The Service, including all software, content, designs, and trademarks (other than Customer Inputs and Generated Output), is owned by Company or its licensors and is protected by intellectual-property laws. Except for the limited license in Section 7.1 [Right to the Service], no rights are granted to Customer in or to the Service.

11.2 Feedback. Customer may, but is not required to, provide feedback, suggestions, or improvement ideas to Company outside of a Beta Program. Customer grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use any such feedback for any purpose, without restriction or compensation.

11.3 Aggregate and De-Identified Data. Solely through the process of aggregation and de-identification, Company may derive and use data based on operation of the Service for any lawful purpose, provided that such data does not identify and cannot reasonably be used to identify Customer or any Authorized User. Aggregation and de-identification are the sole pathways by which any data derived from Customer Inputs may be used outside the limited license granted in Section 7.2 [Customer Inputs; License to Company], other than Operational Data as described in Section 11.5 [Operational Data].

11.4 Trademarks; Publicity. Neither party may use the other party’s name, logo, or trademarks in marketing or other public materials without the other party’s prior written consent, except that either party may identify the other in a customer or vendor list with the other’s reasonable approval. Nothing in this Section 11.4 [Trademarks; Publicity] limits Company’s right to identify itself as the operator of the Service.

11.5 Operational Data. “Operational Data” means logs, telemetry, performance metrics, configuration data, error reports, processing artifacts (including intermediate computations, embeddings, vectors, prompts and responses exchanged with Third-Party Services, and other technical byproducts of generating Generated Output), account information, billing records, and usage data generated by or in connection with operation of the Service, in each case excluding Customer Inputs and Generated Output. As between the parties, Company owns all right, title, and interest in and to Operational Data and may use, retain, modify, create derivative works of, and disclose Operational Data for any lawful business purpose, including operating, securing, monitoring, troubleshooting, analyzing, and improving the Service and Company’s other products and services, subject to Company’s confidentiality obligations under Section 10 [Confidentiality] with respect to any Confidential Information of Customer that may be reflected in Operational Data. Company will handle any personal data within Operational Data in accordance with the Privacy Policy.

12. Disclaimers.

12.1 No Service Levels. Unless and until Company and Customer enter into a separate written service level agreement, the Service is provided without any service level commitment. Company makes no representation regarding uptime, response times, support response, or maintenance windows.

12.2 As Is. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE AND GENERATED OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR USE; OR THAT THE SERVICE WILL MEET ANY REGULATORY, PROFESSIONAL, OR INDUSTRY STANDARD. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES, AND THE FOREGOING EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Indemnification.

13.1 By Customer. Customer will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Inputs, (b) Customer’s use of Generated Output (including any reliance, distribution, or submission to a third party), (c) Customer’s breach of the Agreement, (d) Customer’s violation of any law or third-party right, or (e) Customer’s representations or warranties to its own clients or counterparties regarding work product that incorporates Generated Output.

13.2 By Company. Company will defend Customer against any third-party claim alleging that the Service, as provided by Company and used by Customer in accordance with the Agreement, directly infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, of that third party (an “IP Claim”), and will pay any damages finally awarded against Customer (or settlement amounts approved by Company) for such IP Claim. Company will have no obligation under this Section 13.2 [By Company] to the extent the IP Claim arises from (a) Customer Inputs, (b) Generated Output, (c) Customer’s modification of the Service, (d) Customer’s combination of the Service with other products, services, or materials not provided by Company, or (e) Customer’s use of the Service in violation of the Agreement. If the Service becomes, or in Company’s reasonable opinion is likely to become, the subject of an IP Claim, Company may, at its option and expense, (i) procure for Customer the right to continue using the Service, (ii) modify the Service so that it no longer infringes, or (iii) terminate Customer’s access to the Service and refund any prepaid Fees for the unused portion of the Subscription Term. This Section 13.2 [By Company] states Company’s sole liability and Customer’s exclusive remedy for any third-party intellectual-property claim relating to the Service.

13.3 Procedure. The party seeking indemnification (the “Indemnified Party”) will (a) give the other party (the “Indemnifying Party”) prompt written notice of the claim, (b) allow the Indemnifying Party to control the defense and settlement of the claim, and (c) reasonably cooperate with the Indemnifying Party in the defense at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense with counsel of its choice. The Indemnifying Party may not settle any claim in a manner that imposes any obligation or liability on, or admits fault by, the Indemnified Party without the Indemnified Party’s prior written consent.

14. Limitation of Liability.

14.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY’S TOTAL CUMULATIVE LIABILITY UNDER OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

14.3 Regulatory Consequences Excluded. WITHOUT LIMITING THE FOREGOING, COMPANY WILL NOT BE LIABLE FOR ANY REGULATORY ENFORCEMENT ACTION, INSPECTION FINDING, FINE, PENALTY, AUDIT FAILURE, LOSS OF CERTIFICATION OR ACCREDITATION, OR PROFESSIONAL CONSEQUENCE ARISING FROM CUSTOMER’S USE OF, OR RELIANCE ON, GENERATED OUTPUT.

14.4 Basis of the Bargain. The parties acknowledge that the Fees reflect the allocation of risk in this Agreement and that, but for the limitations and exclusions in this Section 14 [Limitation of Liability] and Section 12 [Disclaimers], Company would not provide the Service at the Fees stated.

15. Term and Termination.

15.1 Term. This Agreement begins on Customer’s first acceptance of these Terms and continues until terminated as set forth below.

15.2 Termination by Customer. Customer may terminate this Agreement at any time by canceling its Subscription and ceasing use of the Service.

15.3 Termination by Company. Company may terminate this Agreement or suspend Customer’s access (a) at any time (i) for Customer’s breach, (ii) for nonpayment, or (iii) if required by law; or (b) for convenience upon at least 30 days’ notice (in which case Company will refund any prepaid Fees for the period after termination).

15.4 Effect of Termination. Upon termination, Customer’s right to access the Service ceases. Sections that by their nature should survive termination will survive, including Sections 7.3 [Generated Output] (with respect to Generated Output already delivered), 7.4 [Customer Responsibility for Inputs], 8 [AI Outputs; No Professional Advice], 10 [Confidentiality] (subject to Section 10.5 [Survival]), 11 [Intellectual Property], 12 [Disclaimers], 13 [Indemnification], 14 [Limitation of Liability], 16 [Governing Law; Dispute Resolution], 17.3 [Assignment], 17.4 [Force Majeure], 17.6 [Severability; Waiver], and 17.7 [Entire Agreement].

16. Governing Law; Dispute Resolution.

16.1 Governing Law. This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws principles.

16.2 Venue. Subject to Section 16.3 [Dispute Resolution], the parties consent to the exclusive jurisdiction of the state and federal courts located in Monmouth County, New Jersey for any dispute arising out of or relating to this Agreement.

16.3 Dispute Resolution. The parties will first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation, with notice of the dispute given to the other party in writing. Any dispute that the parties cannot resolve through informal negotiation within thirty (30) days of such notice will be resolved exclusively in the courts identified in Section 16.2 [Venue]. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.4 Limitations Period. Any claim arising out of or relating to this Agreement must be brought within one (1) year after it accrues, or it is permanently barred to the extent permitted by law.

17. General.

17.1 Modifications. Company may update these Terms from time to time. Material changes take effect upon at least 30 days’ notice (by email, in-product notice, or other reasonable means). Customer’s continued use of the Service after the effective date of changes constitutes acceptance. If Customer does not agree, Customer’s exclusive remedy is to cancel its Subscription before the changes take effect.

17.2 Notices. Notices to Company must be sent to support@gxpprep.com. Notices to Customer may be sent to the email associated with Customer’s Account.

17.3 Assignment. Customer may not assign this Agreement or its rights under it without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

17.4 Force Majeure. Neither party will be liable for delay or failure to perform (other than payment obligations, which are not excused by this Section 17.4 [Force Majeure]) caused by events beyond its reasonable control, provided the affected party uses commercially reasonable efforts to resume performance as soon as practicable.

17.5 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

17.6 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the rest of the Agreement will remain in effect. No waiver is effective unless in writing and signed by the waiving party.

17.7 Entire Agreement. This Agreement (together with the Privacy Policy and any Order) is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous communications.

17.8 Contact. Questions about these Terms may be sent to support@gxpprep.com.