1. Scope and Acceptance

These Terms of Use govern your access to and use of Cmdless, including the cmdless.com website, the desktop application, connected automations, hosted infrastructure, and related support channels (collectively, the “Service”).

The Service is provided by Grid Heap, Inc., a Delaware corporation (“Cmdless,” “Grid Heap,” “we,” “us,” or “our”). By accessing or using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms.

2. The Service

Cmdless is a local-first desktop agent product. Depending on your configuration, the Service may capture voice input, process typed or pasted prompts, search local resources, trigger desktop commands, run scheduled jobs, maintain local runtime state, and exchange data with third-party model providers or integrations such as email and messaging platforms.

Some features operate primarily on your device, while other features depend on remote infrastructure, third-party model APIs, or channels you explicitly enable. Certain features may be experimental, regionally unavailable, or subject to additional notices, product limitations, or third-party requirements.

Because the Service can trigger actions across your device and connected third-party services, you should review your configuration carefully before enabling live credentials, channel access, automations, or background jobs.

Our corporate location does not, by itself, determine where customer-facing Service data is processed. Certain synchronization, delivery, security, and cloud storage workflows may use infrastructure providers operating globally, including in the United States. Where those workflows are used, data in those flows is intended to remain protected with encryption in transit and, for hosted storage under our control, encryption at rest, subject to legal and technical limitations.

3. Eligibility and Security

You may use the Service only if you are at least 18 years old and legally capable of entering into a binding contract under the laws applicable to you. If you are using the Service for an organization, you must maintain appropriate internal authority, security review, and deployment controls.

You must maintain the confidentiality of your devices, credentials, tokens, API keys, and integration secrets. You are responsible for all activity that occurs through your environment, whether the action is initiated by you, a teammate, or an automation you configure.

4. Accounts, Credentials, and Integrations

Some functionality requires you to connect third-party model providers, communication channels, or external services. You are solely responsible for obtaining the rights and permissions necessary to connect those services and for complying with the applicable third-party terms, policies, and usage limits.

When you supply API keys, OAuth tokens, channel credentials, or other authentication materials, you authorize us to use them solely as needed to operate the features you have enabled. You must promptly rotate or revoke credentials that are lost, exposed, or no longer authorized.

You may not use the Service to access data, accounts, or systems without authorization, or to bypass another service’s technical, contractual, or policy restrictions.

5. Acceptable Use

You may not use the Service to:

• violate applicable law, regulations, sanctions, export controls, or contractual obligations;
• infringe, misappropriate, or violate the rights of others, including privacy, confidentiality, intellectual property, or publicity rights;
• send unlawful, deceptive, abusive, harassing, or unsolicited messages;
• process highly sensitive or regulated data through the Service unless you have independently confirmed that the configuration, vendors, and workflow satisfy your legal and security obligations;
• interfere with or degrade the Service, any other user, or any connected infrastructure, including by abuse, scraping, credential stuffing, malware, or denial-of-service behavior;
• use the Service to create or distribute malicious code, unauthorized surveillance tools, or content intended to facilitate fraud, data theft, or physical harm.

6. Your Content, Instructions, and Outputs

You retain ownership of your prompts, transcripts, files, messages, automations, and other material you submit to or process through the Service (“Customer Content”), subject to the rights needed for us and our subprocessors to provide the Service.

You grant us a limited, non-exclusive right to host, transmit, process, cache, reproduce, and transform Customer Content solely as necessary to operate, secure, support, and improve the Service, to comply with law, and to enforce these Terms.

We do not use Customer Content for unrelated advertising, resale, data brokerage, or unrelated commercial exploitation outside operating the Service and supporting the customer relationship.

You are responsible for ensuring that your Customer Content and your instructions are lawful, accurate enough for the intended purpose, and appropriately reviewed before any action is sent to third-party systems or external recipients.

The Service may generate summaries, drafts, replies, classifications, automations, or other outputs. AI-generated output can be incorrect, incomplete, or inappropriate for the specific context. You are responsible for human review and any final use of output, especially for legal, financial, medical, employment, compliance, safety-critical, or customer-facing decisions.

7. Third-Party Services and Open Components

The Service may interoperate with third-party model providers, operating system capabilities, cloud platforms, communications providers, and open source software. Those third parties are not under our control, and we are not responsible for their availability, security posture, accuracy, retention practices, or policy changes.

When you direct Cmdless to send content to an external model provider, channel, email provider, or messaging platform, that disclosure occurs at your direction and is also governed by the third party’s own terms and privacy practices.

Payments. If we offer paid features, billing for direct purchases is processed by Stripe, our payment service provider, under Stripe’s terms; billing for purchases made through the Apple App Store is handled by Apple under the Apple Media Services Terms and Conditions, including refunds for App Store purchases.

8. Intellectual Property

We and our licensors retain all right, title, and interest in and to the Service, including all software, branding, site design, documentation, and derivative works, excluding Customer Content and third-party materials.

Subject to these Terms, we grant you a limited, revocable, non-transferable, non-sublicensable right to access and use the Service for your internal or personal use. You may not reverse engineer, copy, resell, sublicense, or exploit the Service except as expressly permitted by applicable law or an open source license.

9. Suspension, Changes, and Termination

We may modify, suspend, or discontinue parts of the Service from time to time, including when necessary for security, legal compliance, abuse prevention, or operational changes.

We may suspend or terminate your access if we reasonably believe that you have violated these Terms, created security or legal risk, or used the Service in a way that could harm us, users, or third parties. You may stop using the Service at any time.

10. Disclaimers

The Service is provided on an “as is” and “as available” basis to the fullest extent permitted by law. We do not warrant that the Service will be uninterrupted, error-free, secure, or suitable for every workflow, geography, compliance regime, or integration.

We disclaim, to the fullest extent permitted by law, all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No oral or written information provided by us creates any warranty unless expressly stated in a separate written agreement signed by us.

11. Limitation of Liability and Indemnity

To the fullest extent permitted by law, Cmdless and its affiliates, officers, employees, contractors, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business, contracts, data, or use, arising out of or related to the Service or these Terms, even if advised of the possibility of such damages.

To the fullest extent permitted by law, our aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of the amount you paid us for the Service during the twelve months before the event giving rise to the claim, or USD 100.

You will defend, indemnify, and hold harmless Cmdless and its affiliates from claims, liabilities, damages, and expenses arising from your Customer Content, your use of the Service, your integrations, or your violation of these Terms or applicable law.

12. Governing Law and Dispute Resolution

Governing law. These Terms, and any dispute arising out of or relating to these Terms or the Service, are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.1 Binding individual arbitration. PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND GRID HEAP, INC. TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS YOUR RIGHTS TO A JURY TRIAL AND CLASS ACTIONS.

Except for the carveouts in Section 12.4, you and Grid Heap, Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and Grid Heap, Inc. (each, a “Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (or, where the Dispute is not consumer-related, the Commercial Arbitration Rules) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org. The arbitration will be conducted by a single arbitrator. The seat (legal place) of arbitration is Wilmington, Delaware; in-person hearings, if any, will be held there unless the arbitrator determines that another location is more convenient for the parties. The language of the arbitration will be English. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

12.2 Class action waiver; jury trial waiver. YOU AND GRID HEAP, INC. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. YOU AND GRID HEAP, INC. EACH WAIVE ANY RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of or relating to these Terms or the Service. If this Section 12.2 is found to be unenforceable as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed from arbitration and brought in the courts identified in Section 12.5; all other claims will remain in arbitration.

12.3 30-day right to opt out of arbitration. You may opt out of the agreement to arbitrate in Sections 12.1 and 12.2 by sending written notice of your decision to opt out to contact@gridheap.com with the subject line Arbitration Opt-Out. To be effective, the notice must be received within 30 days after you first accept these Terms (or, if you are an existing user when this Section first takes effect, within 30 days of the effective date above) and must include your full name, your account email (if any), and a clear statement that you wish to opt out of arbitration. Opting out of arbitration will not affect any other part of these Terms.

12.4 Carveouts. Notwithstanding Section 12.1, either party may: (a) bring an individual claim in small-claims court in a court of competent jurisdiction, so long as the action remains in that court and is brought only on an individual (non-class, non-representative) basis; and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop the actual or threatened infringement, misappropriation, or violation of a party’s intellectual-property rights.

12.5 Forum for non-arbitrable claims. For any Dispute that is not subject to arbitration under Sections 12.1–12.4 (including any Dispute brought by a user who has timely opted out under Section 12.3), the parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and waive any objection to venue in those courts.

12.6 Mandatory consumer rights. Nothing in this Section deprives you of any mandatory consumer-protection rights available to you under the law of your country or state of residence that cannot be waived by agreement.

13. Contact and Updates

We may update these Terms from time to time. If we make a material change, we will post the updated Terms on this page and revise the effective date above. Your continued use of the Service after the updated Terms become effective constitutes acceptance of the revised Terms.

Questions about these Terms may be sent to contact@gridheap.com.