Terms of Service

By creating an account or using Exception Audit (the “Service”), your organization (“Customer,” “you”) agrees to these Terms of Service. If you are entering this agreement on behalf of an organization, you represent that you have authority to bind that organization.

Exception Audit analyzes documents your organization uploads (such as agendas, contracts, resolutions, and spreadsheets) and identifies places where facts — amounts, dates, names, references — do not agree across those documents. Every finding is presented with a link to its source document and location so your team can independently verify it.

This is the most important section of these Terms, and we want it stated plainly rather than buried in disclaimers:

Exception Audit is a review-assistance tool. It does not replace human judgment, and it does not guarantee the absence of errors.

• The Service uses a combination of AI-assisted extraction and deterministic rule-based comparison to surface candidate discrepancies for human review. It is designed so that a human reviewer makes every final determination — the Service does not make decisions, approve documents, or certify accuracy on your organization's behalf.
• The Service may fail to detect an inconsistency that exists (a false negative), and may flag something as a possible inconsistency that is not actually an error (a false positive). Your organization remains solely responsible for its own document review, approval, and publication processes, and for compliance with all applicable laws, regulations, and internal policies governing those processes.
• Use of the Service does not constitute legal, financial, accounting, or compliance advice, and is not a substitute for the professional judgment of your staff, legal counsel, or auditors.
• Your organization is responsible for reviewing every finding the Service produces before relying on it, exactly as the product's design intends — every finding links to its evidence for this reason.

• You are responsible for maintaining the confidentiality of your organization's login credentials and for all activity under your account.
• You represent that your organization has the right to upload the documents it submits to the Service, and that doing so does not violate any law, contract, or third party's rights.
• Our Privacy Policy describes how we collect, use, retain, and delete your data, and is incorporated into these Terms by reference.

You agree not to:

• Use the Service to upload or process documents you do not have the right to submit
• Attempt to access another organization's data or circumvent the Service's access controls
• Use the Service in a way that violates any applicable law or regulation
• Attempt to reverse-engineer, resell, or white-label the Service without a separate written agreement

Exception Audit is offered to new customers through an initial paid pilot engagement. Current pilot pricing and terms are provided directly during the sales process and are set forth in the applicable order form, statement of work, or pilot agreement signed between the Company and Customer. Fees are due as specified in that document. Ongoing subscription pricing beyond the pilot period is negotiated individually with each customer based on deployment scope and is likewise governed by a separate signed order form.

We intentionally do not publish detailed pricing tiers or packaging on this page — full commercial terms are provided in the signed agreement with each customer, not on this public page.

We aim to keep the Service available and performant, but do not guarantee uninterrupted or error-free operation. We will make reasonable efforts to notify Customer in advance of planned maintenance that may affect availability.

• The Company retains all rights, title, and interest in the Service, including its software, design, and underlying technology.
• Customer retains all rights to the documents it uploads and the data extracted from them. We claim no ownership over your content.
• Customer grants the Company a limited license to process uploaded documents solely for the purpose of providing the Service to Customer.

Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information, and not to disclose it to third parties except as necessary to provide or receive the Service, or as required by law. Where Customer is a Georgia government entity, this section does not require Customer to violate its own obligations under the Georgia Open Records Act (O.C.G.A. § 50-18-70 et seq.) or other applicable public-records law; Customer's disclosure of information pursuant to a valid public-records request under that law is not a breach of this section. As described in our Privacy Policy, Customer remains the custodian of record for documents it uploads to the Service, and the Company will refer any public-records request it receives regarding Customer's data directly to Customer's designated records officer.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL DETECT ALL DISCREPANCIES OR THAT ITS OUTPUT WILL BE ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL FINDINGS BEFORE RELYING ON THEM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM AN UNDETECTED DISCREPANCY OR A FALSE POSITIVE FINDING.

• Either party may terminate this agreement as specified in the applicable order form or pilot agreement.
• Upon termination, Customer may request export and/or deletion of its data as described in our Privacy Policy.
• Sections regarding intellectual property, confidentiality, disclaimers, and limitation of liability survive termination.

If Customer is a federal, state, or local government entity, Customer's procurement of the Service is subject to its own applicable procurement laws and regulations, and nothing in these Terms is intended to require Customer to agree to any term prohibited by applicable law. Where a conflict exists between these Terms and Customer's own required contract terms, the parties will negotiate a mutually acceptable resolution, which may take the form of a separate signed agreement or addendum.

For Georgia public-entity customers specifically: the Company will provide any Georgia Security and Immigration Compliance Act (E-Verify) affidavit or similar compliance documentation reasonably required as part of Customer's standard contracting process.

We will provide notice of material changes to these Terms to your organization's administrator before they take effect. Continued use of the Service after that notice constitutes acceptance.

These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

support@exceptionaudit.com
Maybury Digital Solutions LLC
Atlanta, Georgia