Terms of Service

Version 1.0 · Effective August 8, 2026

These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as SafeguardsMark ("SafeguardsMark", "we", "us"), and the customer subscribing to or using the Service ("Customer", "you"). The Service is for use by businesses — auto dealerships, tax preparation firms, mortgage brokers, CPAs, and other small "financial institutions" under the FTC Safeguards Rule. The Service is not for use by consumers.

1. The service

SafeguardsMark is a software-as-a-service application that helps businesses that are "financial institutions" under 16 CFR Part 314 (the FTC Safeguards Rule) document a Written Information Security Program (WISP) with the 9 elements required by §314.4(a)–(i). The Service guides the Customer through a 9-element WISP builder wizard, captures the Customer's risk assessment, service provider inventory, and incident response plan, and generates a SHA-256-sealed WISP PDF. The Service also includes a free FTC Safeguards Coverage Quiz (no account required), an annual assessment module, and a document vault for prior WISPs and risk assessments.

Tiers, billed annually: Starter ($199/yr: 9-element WISP builder + risk assessment + sealed WISP PDF + annual reminder), Standard ($249/yr: adds service provider tracker + IR plan template + unlimited re-issues + document vault), Multi-Entity ($449/yr: up to 3 business entities + consolidated dashboard + entity comparison). Monthly billing is also available at a higher effective rate.

Business use only. The Service is intended for use by businesses for compliance documentation purposes.

SafeguardsMark is software, not a law firm, compliance consultant, or FTC-authorized service. SafeguardsMark does NOT:

• Constitute a law firm, compliance consultancy, or legal or professional advice service of any kind
• Certify the Customer against any standard or regulatory requirement, including the FTC Safeguards Rule, 16 CFR Part 314, or any state data security laws
• Conduct an independent audit of the Customer's information security practices, systems, or data handling
• Conduct technical security testing, penetration testing, vulnerability scanning, or system scanning of any kind — all inputs are self-reported by the Customer through the wizard
• Provide a government-recognized compliance status or protect the Customer from FTC enforcement action
• Guarantee that the generated WISP will satisfy the FTC's enforcement requirements in any specific case

The WISP is a documentation tool output generated from information the Customer declares through the wizard. Compliance with the FTC Safeguards Rule is determined by the FTC based on the business's actual implementation of its information security program — generating a WISP through SafeguardsMark does not constitute FTC compliance, registration, or any government-recognized status. SafeguardsMark is not affiliated with, endorsed by, or sponsored by the FTC or the U.S. Government.

2. Account

Account creation requires an authorized representative of the Customer business entity. Each seat is for a single named individual; seat-sharing is prohibited. The Customer is responsible for the accuracy of account information, including the business profile (Qualified Individual name and title, IR contact, business type, employee count) and all information entered into the WISP Builder, risk assessment module, and service provider tracker — SafeguardsMark generates outputs from Customer-declared inputs only.

3. Subscriptions, pricing, billing

Starter, Standard, and Multi-Entity are monthly subscriptions; annual billing is available at a 15% discount. 30-day notice for pricing changes. Billing via Stripe. Pre-launch, Stripe runs in TEST mode only — no live charge path is reachable until the separate live-Stripe launch gate is satisfied. Monthly and annual subscription fees are non-refundable for the current period except pro rata on our material breach or on discontinuation (§10).

4. Customer data; self-reported inputs; flat multi-tenancy

As between us, you own all Customer Data you submit, including your business name, business profile, risk assessment inputs, service provider entries, and the WISPs the Service generates for you. You grant us a limited license to host, store, transmit, display, and process Customer Data solely to provide the Service.

No training / no selling. We do not sell or share Customer Data, and we do not use it to train any AI/ML model or to improve a Service used by other customers.

Self-reported inputs — Customer accuracy responsibility. The WISP is generated solely from information the Customer enters into the WISP Builder, risk assessment module, and service provider tracker. SafeguardsMark does not independently verify, audit, scan, or validate the accuracy of the Customer's declared information security practices. The Customer bears sole responsibility for the accuracy and completeness of the inputs — a WISP generated from inaccurate inputs is inaccurate.

Flat per-tenant isolation. Each business is one tenant (Multi-Entity subscribers have up to 3). Single-level isolation is enforced: every tenant-scoped read and write routes through tenant-scoping helpers that raise if the scope is missing. There is no nested tenancy in v1.

5. Acceptable use

No reverse engineering, no scraping, no building a competing product from the Service, no resale. Do not intentionally enter false or misleading information about your business's information security practices, Qualified Individual, service providers, or risk posture — a WISP generated from intentionally false inputs is a misrepresentation of your program, and SafeguardsMark disclaims all liability for damages arising from the Customer's knowing misrepresentation.

6. Service outputs, WISP scope, and disclaimers

Documentation tool, not legal compliance. Every generated WISP includes, prominently in the document body, seal line, and footer, the following language (non-optional, hard-wired into the template):

This language cannot be removed, modified, or watered down in any WISP the Service generates. Every element of the generated WISP reflects information the Customer declared in the wizard and modules — SafeguardsMark does not invent, supplement, or improve upon declared inputs.

WISP generation gate. The Service enforces a hard generation gate: the WISP PDF cannot be generated until all 9 program elements (§314.4(a)–(i)) have status complete or not_applicable (with a documented reason). This gate is a hard engineering control — it cannot be bypassed. A partial WISP is not generated, because it would imply a compliance posture the business has not implemented.

SafeguardsMark does not guarantee that any generated WISP will satisfy the FTC's enforcement requirements in any specific enforcement action, examination, or regulatory proceeding — compliance depends on the Customer's actual implementation of the documented controls, ongoing program maintenance, and the FTC's enforcement posture, none of which SafeguardsMark controls. The Service hard-wires both required incident-response notification provisions (30-day customer notification and 30-day FTC notification per the 2023 Safeguards Rule amendments) into the generated IR plan section; these cannot be removed by the Customer, who remains responsible for actually implementing the notification process. The annual assessment module and reminders are a notification tool — the Customer is responsible for actually running the annual assessment and updating their WISP as required by §314.4(e) and (g).

No autonomous notification or distribution. SafeguardsMark itself does not send a customer notification or an FTC notification on your behalf in the event of a security incident, and does not transmit a WISP or any other Service output to the FTC, a regulator, or any third party on your behalf. You always take the actual notification and distribution action.

7-8. Immutable WISPs, versioning & intellectual property

A WISP is immutable once issued — no modification path exists; a new WISP may be generated as a new version with a superseded link to the prior, but the prior WISP is not modified or deleted. WISP versioning is displayed in the document vault; the SHA-256 hash is computed over the canonical content at generation time, so any post-issuance modification would produce a detectable hash mismatch. SafeguardsMark and Ellis Intelligence LLC retain all rights to the Service, the WISP Builder engine, the risk assessment module, the IR plan generator, and the platform. The Customer owns the WISP content generated from their specific inputs and may share, distribute, and use their generated WISPs for legitimate business purposes (including providing them to FTC examiners, state regulators, accountants, lenders, and dealer associations), subject to the disclaimer language that must appear on every generated WISP.

9. Warranty disclaimer; limitation of liability

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SAFEGUARDSMARK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT. SAFEGUARDSMARK MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY GENERATED WISP WILL SATISFY FTC ENFORCEMENT REQUIREMENTS, WILL CONSTITUTE A LEGAL DEFENSE AGAINST ANY CLAIM, OR WILL SATISFY ANY OTHER LEGAL OR REGULATORY OBLIGATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, SAFEGUARDSMARK'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (a) THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM OR (b) USD $1,000. SAFEGUARDSMARK SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY FINDING, INQUIRY, INVESTIGATION, OR ENFORCEMENT ACTION BY ANY REGULATORY, ADMINISTRATIVE, OR ENFORCEMENT BODY OF ANY KIND — INCLUDING WITHOUT LIMITATION THE FTC — ARISING FROM ANY GENERATED WISP OR OTHER SERVICE OUTPUT. This cap does not apply to either party's indemnification obligations under §10. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than SafeguardsMark bearing the burden of having disclaimed each one individually.

10. Indemnification

10.1 Stated in the contract you execute. Both indemnities — ours for IP infringement and yours — are stated in full on the face of §6 of the SafeguardsMark Engagement & Tiers SOW (safeguardsmark/engagement-sow.md, "6. Indemnification — the executed-instrument provision"), together with the claim procedure. That §6 is the indemnification block carried on the face of the click-signed Order Form you accept, rendered above the agree control. Those provisions govern; this §10 is a cross-reference and does not restate them.

10.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW §6, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §10 indemnity (the §9 liability-cap carve-out), the reference is to SOW §6.

11-12. Term, termination & general

Subscriptions are month-to-month (or annual); either party may cancel with 30 days' notice. On cancellation, the Customer retains access to their document vault (issued WISPs) for 30 days to download their records. SafeguardsMark may suspend or terminate access for material breach (including intentional input misrepresentation) or non-payment. On discontinuation, SafeguardsMark will provide 30 days' written notice and export access for all issued WISPs and risk assessment records; notice is deemed given when sent to the Customer's account email, and failure to read it does not extend the period.

Governing law. Colorado law, without conflict-of-law rules. These Terms (including the disclaimers set out in §1 and §6 above) and the Privacy Policy constitute the entire agreement — no oral modifications. Use of the Service constitutes acceptance of these Terms as of the date of first use.

Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for breaches of the acceptable-use, service-outputs, or indemnification provisions.

Assignment; change of control. Customer may not assign these Terms, in whole or in part, whether by operation of law, merger, or change of control, without SafeguardsMark's prior written consent; any attempted assignment in violation of this sentence is void. SafeguardsMark may, without Customer's consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of its rights and obligations under them, in whole or in part, (a) to a successor or acquirer in connection with a merger, acquisition, or sale of substantially all of SafeguardsMark's business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. A change in SafeguardsMark's ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms.