Terms of Service
Version 1.0 · Effective Date: Not yet set — Phase 0, pre-launch (commercial activity has not commenced)
Effective Date: Phase-0 (pre-launch); commercial activity has not commenced.
These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as RenewalProof ("RenewalProof", "we", "us"), and the customer subscribing to or using the Service ("Customer", "you").
The Service is for use by businesses — including companies documenting an incident response plan and tabletop exercise, typically in connection with a cyber-insurance renewal or a customer security questionnaire. The Service is not for use by consumers.
1. The Service
1.1 RenewalProof is a software-as-a-service application that provides a versioned Incident Response Plan ("IRP") builder, a guided tabletop exercise runner against an authored scenario library, and a cryptographically sealed, publicly verifiable attestation of a completed exercise — an evidence record the Customer can include in a cyber-insurance renewal packet or forward to a broker or underwriter.
1.2 Tier-specific features and limits (including any request-volume or usage bands) are described at renewalproof.com/pricing. Tier names, and the figures behind them, live on that page and are never restated in these Terms. Solo tier: $59/month. Team tier: $149/month. Features and details live at renewalproof.com/pricing.
1.3 Business Use Only. The Service is intended for use by businesses for business purposes.
1.4 RenewalProof Is Software, Not an Insurance Broker, Producer, Consultant, or Certifier. RenewalProof is a software vendor providing a documentation and sealing tool. RenewalProof does not certify, grade, or score readiness of any kind, and does not act as an insurance broker, producer, agent, or advisor. RenewalProof does not: - Certify, attest to, or guarantee the accuracy, sufficiency, or quality of any incident response plan or tabletop exercise - Act as the Customer's security consultant, incident-response facilitator, insurance broker, or legal counsel - Provide legal, insurance, or security advice — any content the Service provides is general information, not professional advice - Form an attorney-client, broker-client, or advisory relationship with the Customer - Guarantee insurability, coverage, renewal, claims outcomes, or premiums, or that a sealed attestation will satisfy any specific carrier, underwriter, or auditor - Compare insurance carriers, recommend coverage, or advise on policy terms, ever - Enter into any go-to-market partnership, referral arrangement, or revenue-share agreement with an insurance broker, agent, or producer as a distribution channel - Conduct the tabletop exercise on the Customer's behalf — the Customer's team runs the exercise using the Service as a guided documentation tool
See the standalone Disclaimers at renewalproof.com/legal/disclaimers for the full framing.
1.5 Customer Self-Attests. The tabletop exercise is self-conducted by the Customer's own team using the Service as a guided documentation tool, and the resulting attestation is a self-attestation by the Customer. You are solely responsible for the accuracy of what your team enters — participant names, roles, decisions recorded, and plan content. The sealed record documents what the Customer's team did and recorded; it does not independently verify the Customer's actual security posture or incident-response capability.
1.6 No Affiliation With Any Insurance Carrier, Broker, or Producer. RenewalProof is not appointed by, acting on behalf of, or in any commercial relationship with any insurance carrier, broker, agent, or producer. A sealed attestation is evidence of what the Customer's team did; it is not an insurance product, a policy term, or a representation made on behalf of any insurer. RenewalProof does not predict, forecast, or represent how any carrier, broker, underwriter, or auditor will assess, review, or act on any sealed attestation, and RenewalProof does not act, and is not authorized to act, on behalf of any insurance carrier, broker, producer, or underwriter in any capacity. Using RenewalProof does not create any insurance-industry-recognized status. RenewalProof's sealed attestation, the sealed PDF, and the public verify page render as plain text/typography only — no seal, badge, ribbon, watermark, or certificate-style graphic, or other supportive-looking insignia — so no surface visually or verbally suggests such affiliation, endorsement, sponsorship, or action on any carrier's, broker's, or producer's behalf.
2. Account
2.1 Account creation requires an authorized representative of the Customer entity.
2.2 Each seat is for a single named individual. Seat-sharing is prohibited. Team members (Team tier only) are managed through the Settings → Team flow under flat single-tenant membership.
3. Subscriptions, Pricing, Billing
3.1 Monthly or annual subscriptions, billed via Stripe monthly.
3.2 Pricing at renewalproof.com/pricing. 30-day notice for material changes.
3.3 Billing via Stripe.
3.5 Refunds. Monthly fees are non-refundable for the current period except pro rata on our material breach or on discontinuation under §10.
3.6 No Service-Level Credits or Refunds. The Service carries no uptime or response-time commitment. No service credit, fee credit, refund, or other remedy arises from any delay, outage, missed response target, or unmet support expectation. The §12.1 limited-warranty remedy and the §10.2 pro-rata refund on our own discontinuation remain the only remedies.
4. Customer Data; Flat Multi-Tenancy
4.1 Ownership. As between us, you own all Customer Data you submit ("Customer Data"), including your company name, IRP plan content, participant records, exercise event logs, and the attestation records the Service generates for you.
4.2 License to Us. You grant us a limited license to host, store, transmit, display, and process Customer Data solely to provide the Service (including running the tabletop exercise, sealing the attestation, generating the sealed PDF, and managing the annual-cadence reminders).
4.3 No Training / No Selling. We do not sell or share Customer Data, and we do not use it to train any model or to improve a Service used by other customers. See our Privacy Policy.
4.4 Flat Per-Tenant Isolation. Each business is one tenant. Single-level isolation is enforced: every tenant-scoped read and write routes through tenant-scoping helpers that raise if the scope is missing, so no tenant can access another tenant's data. There is no nested tenancy and no white-label resale in v1.
5. Acceptable Use
5.1 No reverse engineering, no scraping, no building a competing product from the Service, no resale.
5.2 Self-Conducted Exercise. The Customer is responsible for the accuracy of the plan content, participant records, and decisions its team enters during a tabletop exercise. RenewalProof produces the sealed documentation artifact from what the Customer's team does and records; it does not verify the Customer's underlying incident-response capability.
5.3 No Misrepresentation of Certification or Endorsement. You will not represent to any party (an insurance carrier, broker, underwriter, auditor, or any other party) that RenewalProof has certified, assessed, graded, scored, or otherwise validated your incident-response readiness, or that RenewalProof is affiliated with, endorsed by, or acting on behalf of any insurance carrier, broker, or producer. A sealed attestation is a self-conducted documentation artifact; it does not constitute an assessment, certification, or endorsement by RenewalProof or by any insurer.
6. Service Outputs, Accuracy, and Disclaimers
6.1 Self-Attestation, Not a Certification. The IRP Builder, Tabletop Runner, and sealed attestation the Service generates document the Customer's own self-conducted plan and exercise. They are not a certification, a compliance determination, an insurance-underwriting assessment, or a legal opinion. The Customer is solely responsible for the accuracy of the information it enters and for the completeness and appropriateness of the plan and exercise as documentation of its actual incident-response posture. The sealed attestation, the sealed PDF, and the public verify page render as plain text/typography only — no seal graphic, badge, ribbon, watermark, or certificate-style image is used anywhere, so the output never visually resembles a third-party validation or certification mark.
6.2 No Guarantee of Insurance Outcome. A sealed attestation does not guarantee insurability, coverage, renewal, claims outcomes, or premiums, and is not an endorsement by any insurer. RenewalProof does not guarantee the output will satisfy any specific carrier's, broker's, or underwriter's requirements.
6.3 No Carrier Comparison, Coverage Advice, or Broker-Channel Distribution. RenewalProof does not compare insurance carriers, recommend coverage, or advise on policy terms, at any tier, under any circumstance, and does not go to market through any referral arrangement, revenue-share deal, or other partnership with an insurance broker, agent, or producer as a distribution channel. The affiliation disclaimer above is paired with these hard scope limits — on product, coverage advice, and distribution channel alike — because the disclaimer alone does not defend against a DOI producer-licensing read if RenewalProof's actual conduct remains functionally within a covered entity's scope.
6.4 Implementation Is the Customer's Responsibility. The Service documents the Customer's incident-response plan and the tabletop exercise as self-reported and self-conducted. Actual incident-response readiness depends on the Customer implementing and exercising the plan it has documented. RenewalProof does not implement incident-response controls, facilitate the exercise, or monitor ongoing readiness.
6.5 No Autonomous Distribution. RenewalProof does not transmit, distribute, or share a sealed attestation, the public verify link, or any other Service output with any broker, underwriter, auditor, or other third party on the Customer's behalf; the Customer decides if, when, and with whom to share it. Because a human — the Customer — always makes that sharing decision, this sits in the standard disclaimer-plus-no-auto-action tier, not the stricter tier reserved for brands whose own output reaches a regulator or external party directly.
7. Sealed Attestation and the Public Verify Surface
7.1 A sealed attestation is generated when the Customer closes a tabletop exercise and strikes the seal. The seal covers the full evidence bundle — the plan version in effect, the scenario and its exact content version as exercised, the participant log, and the ordered exercise-event spine — hashed together with SHA-256, computed and stored at seal time.
7.2 A sealed attestation, once generated, is immutable in the Service's records. If the Customer runs a new tabletop exercise, a new sealed attestation is generated; the prior sealed attestation is retained as a record and marked superseded only if explicitly replaced.
7.3 Each sealed attestation is assigned a unique, unguessable verification token. The public page at renewalproof.com/verify/<token> allows anyone holding that link — the Customer's broker, underwriter, or auditor, for example — to independently confirm the record has not been altered since sealing, without creating an account or logging in. The verify page discloses only the evidence-bundle summary (scenario, plan lineage, participant count, exercise end date, the hash, and the seal status); it does not disclose the Customer's tenant identity or any other tenant's data, and it is not enumerable — the token itself is the only lookup key.
7.4 The SHA-256 seal is a data-integrity mechanism. It proves the sealed record has not been altered since generation; it does not constitute an attestation by RenewalProof, a certification, or an endorsement by any insurer or third party.
8. Intellectual Property
8.1 Service IP. We own the Service and its contents, including the authored scenario library. The scenario packs in the library are authored content owned by RenewalProof; the Customer receives a license to use them for tabletop exercises under its subscription, not to redistribute or resell them. No rights are granted except as expressly set forth.
8.2 Feedback. Standard perpetual-license grant on feedback.
8.3 Customer References. We may identify you as a customer (name, logo) on the customers page unless you opt out.
8.4 IP & Assignment Rider. An IP & Assignment Rider addressing ownership and assignment of intellectual property is incorporated by reference into these Terms and controls over this §8 and over §15.4 on the subjects within its scope.
8.5 Present assignment of Derivative IP. To the extent any Derivative IP would otherwise vest in Customer — by operation of law, under any work-made-for-hire or commissioned-work doctrine, because Customer's use, Inputs, or Feedback contributed to it, or on any other basis — Customer hereby irrevocably and presently assigns to Company all right, title, and interest in and to that Derivative IP, effective automatically upon its creation and without further action or consideration.
9. Privacy and Data Processing
9.1 Privacy Policy at renewalproof.com/privacy. We are the controller for marketing-site visitors and Customer account/billing contacts, and the processor for the compliance data you place under your tenant. Where the Data Processing Addendum and these Terms conflict as to the processing of Customer Data, the DPA controls; this Privacy Policy is a notice, not a contracting instrument.
10. Suspension and Termination
10.1 By You. Cancel anytime; effective at the end of the paid monthly period. 10.2 By Us. Material breach, violation of §5 (Acceptable Use), or non-payment. 30 days' notice with pro rata refund for any discontinuation we initiate, paid within 30 days after the effective date of termination. 10.3 Effect. Customer Data deleted within 30 days of termination unless retention is required by law or export is requested. 10.4 Survival. Sections 4 (data), 6 (outputs/disclaimers), 8 (IP), 11 (Confidentiality), 12 (Warranties), 13 (Liability), 14 (Indemnification), 15 (General) survive.
11. Confidentiality
Treat all Customer Data as confidential information; standard confidentiality commitments; 5-year survival; trade-secret indefinite.
12. Warranties and Disclaimers
12.1 Limited Warranty. The Service performs substantially per documentation. Exclusive remedy: repair or pro rata refund.
12.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN §12.1, THE SERVICE IS PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE IS FREE FROM ERRORS OR THAT THE SERVICE'S OUTPUTS WILL SATISFY ANY SPECIFIC CARRIER, BROKER, UNDERWRITER, OR AUDITOR.
12.3 No Warranty Re Insurance or Carrier Outcome. We do not warrant that a sealed attestation will satisfy any specific carrier's, broker's, or underwriter's requirements, or that use of the Service will result in any particular insurability, coverage, renewal, claims outcome, or premium.
13. Limitation of Liability
13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR ANY DAMAGES ARISING FROM A FAILED CONTRACT, DISQUALIFIED BID, REGULATORY ACTION, OR FCA PROCEEDING, EVEN IF ADVISED.
13.2 OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM.
13.3 No Liability for Carrier-Side or Regulatory Outcomes. We are not liable for: any denied claim, lost coverage, or increased premium arising from a carrier's decision; any finding, inquiry, investigation, determination, or enforcement action by any regulatory, administrative, or enforcement body of any kind — including without limitation any state attorney general, state insurance regulator, or the FTC — regarding your use of the Service or any sealed attestation; or any allegation arising from your representation to any party about our role. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than us bearing the burden of having disclaimed each one individually.
14. Indemnification
14.1 Stated in the contract you execute. Both indemnities — ours for IP infringement and yours — are stated in full on the face of §7 of the RenewalProof Engagement & Tiers SOW (renewalproof.com/sow, "7. Indemnification — the executed-instrument provision"), together with the claim procedure. That §7 is the indemnification block carried on the face of the click-signed Order Form you accept at either tier, rendered above the agree control. Those provisions govern; this §14 is a cross-reference and does not restate them.
14.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW §7, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §14 indemnity (§10.4 survival), the reference is to SOW §7.
15. General Provisions
15.1 Governing Law. Colorado. The United Nations Convention on Contracts for the International Sale of Goods ("CISG") does not apply. 15.2 Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for §5, §6, §8, or §11 breaches. 15.3 Notices, Force Majeure, Entire Agreement, Modifications (30-day), Severability, No Waiver, Independent Contractors. Standard. Written notice under these Terms (email to the billing contact or in-product notice) is deemed given when sent or first displayed; any notice period runs from that date, and failure to read a notice does not extend it. 15.4 Assignment; Change of Control. You may not assign, delegate, or transfer these Terms, in whole or in part, whether by operation of law, merger, or change of control, without our prior written consent; any attempted assignment in violation of this sentence is void. We may, without your consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of our 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 our business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. Upon such an assignment, all of our rights under these Terms pass to the assignee, the assignee assumes our obligations arising after the assignment, and your continued use of the Service constitutes acknowledgment of the assignee as "RenewalProof" going forward. A change in our ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms, and does not trigger any right of termination, consent, first refusal, most-favored-nation, audit, or refund on your part. This §15.4 controls over any contrary term in a Customer purchase order or procurement addendum.
15.5 Regional and Supplemental Terms. No jurisdiction-specific supplemental term applies today. Where a supplemental jurisdiction-specific term applies, it controls over a conflicting general term of these Terms for that jurisdiction only.
16. Updates
30 days' email notice to the Customer billing contact for material changes. Notice is deemed given when sent; the 30-day period runs from the send date, and failure to read a notice does not extend it. Continued use after the effective date constitutes acceptance.
Contact
RenewalProof — Ellis Intelligence LLC Email: legal@ellisintel.com Address: 1500 N Grant St, Ste N, Denver, CO 80203, USA