Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Gray Ghost Data Consultants LLC ("Company," "we," "us," or "our"), a Virginia limited liability company.

By accessing or using our services, including our client portal, software-as-a-service (SaaS) platforms, consulting services, managed security services, and any related services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

2. Use of Services

2.1 Service Categories

Our Services include, but are not limited to:

• Managed Security Services (MSP): 24/7 security monitoring, threat detection, and incident response
• Virtual CISO (vCISO): Strategic security leadership and advisory services
• Compliance Services: SOC 2, HIPAA, PCI-DSS, ISO 27001, and other regulatory compliance support
• Penetration Testing: Security assessments, vulnerability scanning, and ethical hacking services
• IT Infrastructure: Cloud migration, network management, and infrastructure optimization
• Security Training: Employee security awareness and phishing simulation programs
• SaaS Portal Access: Client portal for project management, document access, and service requests

2.2 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services in any way that violates any applicable federal, state, local, or international law or regulation
• Attempt to gain unauthorized access to any portion of the Services or any systems or networks connected to the Services
• Use the Services to transmit any malicious code, viruses, or harmful components
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any aspect of the Services
• Use the Services to conduct any security testing without prior written authorization

2.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify you of material changes that may affect your use of the Services.

3. User Accounts and Security

3.1 Account Registration

To access certain features of the Services, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for safeguarding your account credentials and for any activities or actions under your account. You agree to:

• Use strong, unique passwords and enable multi-factor authentication (MFA) when available
• Immediately notify us of any unauthorized access to or use of your account
• Ensure that you exit from your account at the end of each session
• Not share your account credentials with any third party

3.3 Account Termination

We reserve the right to suspend or terminate your account if we reasonably believe that you have violated these Terms or engaged in fraudulent, abusive, or illegal activity.

4. Intellectual Property

4.1 Company IP

The Services, including all content, features, functionality, software, methodologies, frameworks, templates, and documentation (collectively, "Company Materials"), are owned by Gray Ghost Data Consultants LLC and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription or engagement.

4.3 Client Data

You retain all rights to data, information, and materials you provide to us in connection with the Services ("Client Data"). You grant us a limited license to use, process, and store Client Data solely for the purpose of providing the Services.

4.4 Deliverables

Unless otherwise specified in a separate agreement, deliverables created specifically for you in the course of providing Services (such as security assessments, compliance documentation, and custom configurations) shall be your property upon full payment. However, we retain ownership of all pre-existing materials, general knowledge, skills, and methodologies.

5. Service Level Agreement

5.1 Availability

For our SaaS and managed services, we strive to maintain 99.9% uptime availability, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 48 hours in advance when possible.

5.2 Response Times

Our standard response times for support requests are:

• Critical (P1): Security incidents or complete service outage - 15 minutes initial response
• High (P2): Major functionality impaired - 1 hour initial response
• Medium (P3): Minor functionality impaired - 4 hours initial response
• Low (P4): General inquiries - 1 business day initial response

5.3 Service Credits

If we fail to meet our uptime commitment, you may be eligible for service credits as specified in your service agreement. Service credits are your sole and exclusive remedy for any failure to meet our service level commitments.

6. Payment Terms

6.1 Fees

You agree to pay all fees specified in your service agreement or subscription plan. Fees are quoted in U.S. dollars unless otherwise specified. All fees are non-refundable except as expressly set forth in these Terms or your service agreement.

6.2 Billing

Subscription services are billed in advance on a monthly or annual basis. Consulting and project-based services are billed according to the terms specified in the applicable statement of work. Payment is due within thirty (30) days of invoice date unless otherwise agreed.

6.3 Late Payments

Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend Services for accounts with outstanding balances exceeding 30 days past due.

6.4 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for all applicable taxes, except for taxes based on our net income.

7. Data Processing

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

For clients subject to data protection regulations (including GDPR, CCPA, and HIPAA), we will enter into appropriate data processing agreements upon request. We maintain SOC 2 Type II certification and implement industry-standard security measures to protect Client Data.

You represent and warrant that you have obtained all necessary consents and authorizations to share Client Data with us and that your provision of Client Data does not violate any applicable laws or third-party rights.

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.2 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform its obligations under these Terms; and (c) use Confidential Information only for purposes of these Terms.

8.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

9. Limitation of Liability

9.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRAY GHOST DATA CONSULTANTS LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES.

9.3 Cap on Liability

Our total liability for any claims arising out of or related to these Terms or the Services shall not exceed the greater of: (a) the amounts paid by you for the Services during the twelve (12) months preceding the claim; or (b) one thousand dollars ($1,000 USD).

10. Indemnification

You agree to indemnify, defend, and hold harmless Gray Ghost Data Consultants LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorney's fees) arising from:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights
• Any claim that your Client Data caused damage to a third party
• Your violation of any applicable laws or regulations

11. Termination

11.1 Termination for Convenience

Either party may terminate these Terms or any service subscription upon thirty (30) days' written notice to the other party. For annual subscriptions, you may be entitled to a pro-rated refund as specified in your service agreement.

11.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

11.3 Effect of Termination

Upon termination: (a) your right to access and use the Services will immediately cease; (b) we will provide you with a reasonable opportunity to retrieve your Client Data; (c) each party will return or destroy the other party's Confidential Information; and (d) you will remain liable for any outstanding fees. Sections 4, 8, 9, 10, and 12 shall survive termination.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States, without regard to its conflict of law provisions.

Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Fairfax County, Virginia. You consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

13. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by email or by posting a notice on our website at least thirty (30) days before the changes take effect.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and may terminate your account.

14. Contact Information

If you have any questions about these Terms of Service, please contact us: