Customer Agreement

Effective date: November 3, 2026 · Version: 2026-11

This Customer Agreement ("Agreement") is between ValiBench LLC, a Virginia limited liability company ("ValiBench"), and the organization named in an Order Form that references it ("Customer"). It takes effect when the Customer signs or electronically accepts an Order Form. The person accepting confirms they have authority to bind the Customer.

1. Definitions

• Service: the ValiBench application at app.valibench.com, its mobile and email features, and related documentation.
• Order Form: a document signed or accepted by both parties listing the packages, add-ons, fees, term and any special terms.
• Authorized User: an employee or contractor of the Customer whom the Customer invites to the Service.
• Customer Data: information the Customer or its Authorized Users put into the Service, including scripts, results, screenshots, release notes and vendor documents.
• ValiBench Materials: the Service, its software and design, the ready-made test scripts, the ValiCR standard rules, help content, and anything ValiBench creates, other than Customer Data.
• Usage Data: technical and usage information about how the Service is used, not including the content of Customer Data.

2. How this Agreement fits together

2.1 The Agreement consists of this Customer Agreement, each Order Form, and the Privacy Policy. If they conflict, the order of priority is: the Order Form (only for the special terms it expressly states), then this Customer Agreement, then the Privacy Policy.

2.2 This Agreement controls over the ValiBench Website Terms of Use, and over any purchase order or vendor terms the Customer sends, even if ValiBench signs or acknowledges them.

3. The subscription

3.1 Access. During the term, ValiBench grants the Customer a non-exclusive, non-transferable right for its Authorized Users to use the Service for the Customer's internal business purposes, under this Agreement.

3.2 Packages. The Customer may use only the packages and add-ons in its Order Form. Scripts follow the package: The Anchor and The Anchor Plus 3 cover the AMS and the systems chosen; only The Full Grid may add new systems and create their scripts. Upgrades take effect when ordered in the Service or in a new Order Form, at the then-current price.

3.3 Authorized Users. The Customer controls who it invites and what they can see. The Customer is responsible for its Authorized Users' acts and omissions, for keeping sign-in credentials secure, and for removing access promptly when someone leaves. Each Authorized User must agree to follow Section 4 before using the Service.

3.4 Pilots and trials. If ValiBench provides the Service free of charge, for a pilot, trial, demo or beta feature, it is provided AS IS with no warranty, support commitment or indemnity, ValiBench may end it at any time, and ValiBench's total liability for it is $100.

3.5 Script build service. If an Order Form includes the script build service, the Customer will provide its procedures and workflows, and ValiBench will write scripts from them. The Customer is responsible for reviewing and approving the scripts before relying on them.

4. Acceptable use

The Customer and its Authorized Users will not:

• use the Service in breach of law, regulation or a third party's rights;
• upload malware, or probe, scan or test the Service's security without ValiBench's written permission;
• share accounts, resell, sublicense or give non-Authorized Users access to the Service;
• copy, reverse engineer or build a competing product from the Service or ValiBench Materials, or use them to benchmark for a competitor;
• remove proprietary notices, or get around usage limits, package limits or access controls;
• use the Service in a way that harms or unreasonably burdens it or other customers.

ValiBench may suspend access immediately to stop a breach of this Section or a security threat, and will tell the Customer as soon as practical.

5. Customer Data and no real client information

5.1 Test data only. The Service is designed for testing with fictional records. The Customer will not put into the Service any real consumer or client personal information, including nonpublic personal information under the Gramm-Leach-Bliley Act, protected health information under HIPAA, payment card data, Social Security numbers, driver's license numbers or bank account numbers ("Prohibited Data"). Agency staff names and work contact details needed to run the Service are allowed.

5.2 Screenshot privacy check. The Service's automatic screenshot check is an aid that tries to cover personal and health details. It is not a guarantee. The Customer is responsible for reviewing what it uploads and for keeping Prohibited Data out.

5.3 Responsibility. The Customer is responsible for the accuracy, legality and content of Customer Data and for having the rights to upload it, including any vendor's SOC reports and agreements. ValiBench has no liability for Prohibited Data that the Customer uploads in breach of this Section.

5.4 Retention. Screenshots and vendor documents are deleted automatically 3 years after upload. Other Customer Data is kept for the term and handled under Section 16 after it ends.

6. The Customer's testing decisions

ValiBench is a tool for planning, recording and approving the Customer's own testing. ValiBench never connects to or changes the Customer's systems. The Customer decides what to test, how to test it, whether results are acceptable and whether to put any update into production, and the Customer is solely responsible for those decisions and their results. ValiBench does not guarantee that any vendor's update, any system or any process will work, be free of defects, or meet regulatory requirements, and is not responsible for the products or services of the Customer's vendors.

7. AI features, ValiSR and ValiCR

7.1 AI output. Some features use artificial intelligence, including Ask Vali, release note organizing, and document reading in ValiSR and ValiCR. AI output can be incomplete or wrong. The Customer must review AI output before relying on it, and remains responsible for its decisions.

7.2 No training on Customer Data. ValiBench does not use Customer Data to train AI models and uses AI providers whose terms do not permit training on that data.

7.3 Not professional advice. ValiSR compares a vendor's SOC report against a standard the Customer can adjust; it is not an audit, an attestation or an assurance of any vendor's controls. ValiCR compares agreements and documents against rules the Customer sets; it is not legal advice or legal review. Neither is regulatory, compliance, audit or insurance advice. The Customer should use its own qualified advisers.

8. Availability, support and changes

8.1 ValiBench will use commercially reasonable efforts to keep the Service available, except for planned maintenance and events outside its reasonable control. No service level credits apply unless an Order Form says so.

8.2 Support is by email to [email protected]. ValiBench will respond within a commercially reasonable time; no response time or hours are guaranteed unless an Order Form says so.

8.3 ValiBench may improve and change the Service. It will not materially reduce the core functions of a package the Customer has paid for during the current term.

9. Fees and payment

9.1 Fees. The Customer will pay the fees in each Order Form. Fees are for the packages ordered and are not based on the number of Authorized Users.

9.2 Billing. Fees are billed in advance, monthly or for the prepaid period the Customer chooses (for example 2, 3, 4, 6 or 12 months), and are due on receipt unless the Order Form says otherwise.

9.3 Payment processing costs. The Customer pays the processing fees for its chosen payment method, including card processing fees and ACH fees, which are added to the invoice.

9.4 Late payment. Overdue amounts bear interest at 1.5% per month or the highest rate the law allows, whichever is lower, plus reasonable collection costs. If any amount is more than 15 days overdue, ValiBench may suspend the Service after 5 days' written notice until it is paid.

9.5 Taxes. Fees exclude taxes. The Customer pays all sales, use and similar taxes, except taxes on ValiBench's income.

9.6 Price changes. ValiBench may change prices for any renewal term by giving at least 30 days' notice before the renewal date.

9.7 No refunds. Fees paid are non-refundable, except as Section 13.1 or 15.3 provides.

10. Security

10.1 ValiBench will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, logging, change management and incident response. ValiBench designs and operates the Service around the SOC 2 trust services criteria; this is a description, not a certification or audit report.

10.2 ValiBench will notify the Customer without undue delay, and within 72 hours, after confirming unauthorized access to the Customer's Customer Data, and will reasonably cooperate with the Customer's response.

10.3 ValiBench uses service providers to host and run the Service. A current list is published in the Trust Center. ValiBench is responsible for its service providers' performance under this Agreement.

10.4 On written request no more than once a year, ValiBench will provide its security overview and answer a reasonable security questionnaire, which the Customer will treat as Confidential Information.

10.5 ValiBench maintains commercial general liability, cyber liability and professional liability insurance with reputable carriers, and will provide a certificate of insurance on request. Insurance does not expand ValiBench's liability beyond Section 13.

11. Ownership and licenses

11.1 Customer Data. The Customer owns Customer Data. The Customer grants ValiBench a non-exclusive license to host, copy, process and display Customer Data only to provide, secure and support the Service and as the law requires.

11.2 ValiBench Materials. ValiBench and its licensors own the ValiBench Materials and all improvements to them. No rights are granted except those stated in this Agreement. During the term, the Customer may use and adapt the ready-made scripts and the ValiCR standard rules for its internal use within the Service.

11.3 Custom scripts. The Customer keeps ownership of its own procedures and workflows. Scripts ValiBench writes for the Customer under the script build service are ValiBench Materials, licensed to the Customer for its internal use, and may be exported at the end of the term.

11.4 Usage Data and feedback. ValiBench may use Usage Data, and aggregated or de-identified data that does not identify the Customer or any person, to operate, secure and improve its products. ValiBench may use any feedback or suggestions freely, without obligation.

12. Confidentiality

Each party will protect the other's non-public business, technical and security information ("Confidential Information") with at least reasonable care, use it only for this Agreement, and share it only with people who need it and are bound by similar duties. This does not apply to information that is public through no fault of the recipient, already known to it, received lawfully from someone else, or independently developed. A party may disclose Confidential Information when the law requires, after giving notice where allowed. ValiBench's pricing, Order Form terms and security documents are ValiBench's Confidential Information.

13. Warranties and limits of liability

13.1 Limited warranty. ValiBench warrants that the paid Service will perform materially as described in its documentation. If it does not, and the Customer gives written notice within 30 days, ValiBench will fix it or, if it cannot do so within a reasonable time, either party may end the affected package and ValiBench will refund prepaid fees for the unused period. This is the Customer's only remedy for breach of this warranty.

13.2 Disclaimer. EXCEPT AS STATED IN SECTION 13.1, THE SERVICE AND VALIBENCH MATERIALS ARE PROVIDED "AS IS." VALIBENCH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUT, SCRIPTS OR REVIEWS WILL BE ACCURATE OR COMPLETE.

13.3 No indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA OR GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND EVEN IF ADVISED THEY WERE POSSIBLE.

13.4 Cap. EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE FEES THE CUSTOMER PAID TO VALIBENCH UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR FREE PILOTS, TRIALS AND BETA FEATURES, VALIBENCH'S TOTAL LIABILITY IS $100.

13.5 Exceptions. Sections 13.3 and 13.4 do not limit the Customer's obligation to pay fees, the Customer's obligations under Section 14.2, or liability for a breach of Section 4 or Section 5.1 by the Customer or its Authorized Users.

13.6 Who is liable. Only ValiBench LLC is liable under this Agreement. No member, manager, employee or contractor of ValiBench has any personal liability to the Customer.

13.7 These limits apply whatever the legal theory, and even if a remedy fails of its essential purpose. The parties agree they are a fair allocation of risk reflected in the fees.

14. Indemnification

14.1 By ValiBench. ValiBench will defend the Customer against a third-party claim that the Service, as provided by ValiBench, infringes a U.S. patent, copyright or trademark or misappropriates a trade secret, and pay any resulting judgment or approved settlement. ValiBench has no obligation for claims arising from Customer Data, combinations with things ValiBench did not provide, changes not made by ValiBench, or use in breach of this Agreement. If the Service is or may be found infringing, ValiBench may modify it, get the right to keep using it, or end the affected subscription and refund prepaid fees for the unused period. This Section is the Customer's only remedy for infringement claims.

14.2 By the Customer. The Customer will defend, indemnify and hold harmless ValiBench and its members, managers, employees and contractors from any third-party claim, and resulting losses and costs (including reasonable attorneys' fees), arising from Customer Data, Prohibited Data uploaded by the Customer or its Authorized Users, the Customer's testing and production decisions, or a breach of Section 4 or 5.

14.3 Process. The indemnified party will give prompt written notice, let the indemnifying party control the defense and settlement, and reasonably cooperate. No settlement may impose an obligation or admission on the indemnified party without its consent.

15. Term, renewal and termination

15.1 Term. Each Order Form runs for the term it states. Unless an Order Form says otherwise, it renews automatically for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before the end of the current term. Monthly subscriptions renew month to month and may be cancelled in the Service or by email before the next billing date.

15.2 For cause. Either party may terminate if the other materially breaches this Agreement and does not cure it within 30 days after written notice, or immediately if the other becomes insolvent or stops doing business.

15.3 Effect. On termination, access ends and all unpaid fees become due. If the Customer terminates for ValiBench's uncured breach, ValiBench will refund prepaid fees for the unused period. Sections 5.3, 9, 11 through 14, 16, 17 and 18 survive.

16. Data export and deletion

The Customer may export its Customer Data at any time during the term and for 30 days after the Agreement ends. After those 30 days, ValiBench will delete Customer Data from the Service, and from backups within their normal rotation, unless the law requires otherwise. ValiBench has no obligation to keep Customer Data after that time.

17. Disputes

17.1 Virginia law governs this Agreement, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Before filing a claim, the parties will try in good faith for 30 days to resolve the dispute through senior representatives, after written notice describing it.

17.3 Any lawsuit must be brought only in the state or federal courts located in the Commonwealth of Virginia, and each party consents to those courts. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Claims may be brought only individually, not as part of any class, collective or representative action. Either party may seek an injunction in any court to protect its intellectual property or Confidential Information.

17.4 Any claim must be filed within one year after it arises, except claims for unpaid fees.

18. General

• Publicity. ValiBench may name the Customer as a customer only with the Customer's prior written consent.
• Force majeure. Neither party is liable for delays caused by events outside its reasonable control, other than payment obligations.
• Assignment. Neither party may assign this Agreement without consent, except that ValiBench may assign it in a merger, acquisition or sale of all or most of its business or assets.
• Independent contractors. The parties are independent; this Agreement creates no partnership, agency or employment.
• Notices. Notices must be in writing and are effective when delivered by email to the address in the Order Form (for ValiBench, [email protected]) or by recognized courier.
• Changes. ValiBench may update this Customer Agreement by giving 30 days' notice; changes apply from the Customer's next renewal term unless the Customer agrees sooner. Order Forms can be changed only in writing signed by both parties.
• Export and sanctions. The Customer will not use the Service in violation of U.S. export control or sanctions laws.
• Entire agreement. This Agreement is the parties' whole agreement on its subject and replaces prior proposals and discussions. If a provision is unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect. Failure to enforce is not a waiver. Electronic signatures and acceptance are binding.

Questions: [email protected] · ValiBench LLC, Virginia, United States