Effective Date: January 1, 2026

Entity: Northeast Cybersecurity Service LLC d/b/a CardinalsByte Site(s) Covered: https://www.cardinalsbytes.com (the "Website")

Platform: CardinalsByte GRC Intelligence Platform (the "Platform")

 

1. DEFINITIONS

• Company, Us, We: Northeast Cybersecurity Service LLC and the CardinalsByte GRC Intelligence Platform.

• You, Client, Subscriber: The professional entity (CPA, Bank, or Enterprise) using the Services.

• Services: Includes all GRC mapping, WISP generation, and AI-assisted audit-readiness tools.

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THE AGREEMENT: The use of this Website and the CardinalsByte GRC Intelligence Platform (collectively, the "Website" or "Platform") provided by Northeast Cybersecurity Service LLC (the "Company") are subject to the following Terms & Conditions (the "Agreement"). This Agreement shall govern the use of all pages on this website and any services provided by or on this Website ("Services"). Failure to adhere to the following terms and conditions may result in the immediate suspension or termination of your access to and/or use of the Services. Please read this Agreement before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.

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2. ASSENT & ACCEPTANCE By accessing the Website or Platform, You warrant You have the legal authority to bind Your organization to this Agreement.

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3. AGE & PROFESSIONAL RESTRICTION You must be at least 18 years of age. You further represent that You are a business or professional entity and not a "consumer" for the purposes of consumer protection statutes where such exclusion is permitted.

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​​4. LICENSE TO USE WEBSITE & PLATFORM Subject to your strict compliance with this Agreement, the Company grants You a non-exclusive, limited, non-transferable, non-sublicensable, and revocable license to access the Website and use the CardinalsByte GRC Intelligence Platform solely for Your internal professional business purposes. This license is expressly conditioned upon the following: (a) You shall not use the Platform for any benchmarking or competitive analysis; (b) You shall not share access with any third party who is not an employee or authorized agent of Your firm; and (c) any violation of this Agreement results in the automatic and immediate revocation of this license without notice.

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5. INTELLECTUAL PROPERTY You acknowledge and agree that the Website, the Platform, and all proprietary logic, "Famous AI" configurations, prompt engineering, source code, data architectures, and Company Materials are the exclusive property of the Company, protected by U.S. and International Copyright, Trademark, and Trade Secret laws. You agree that the Company IP remains the sole property of the Company even if You suggest modifications or improvements (which are hereby assigned to the Company). You are strictly prohibited from reproducing, distributing, or creating derivative works of the Company IP. Any unauthorized use of Company IP shall be considered a material breach of contract and may result in statutory damages of up to $150,000 per infringement under the U.S. Copyright Act.

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6. USER OBLIGATIONS You represent and warrant that any information You provide during registration is accurate, current, and complete. You are solely responsible for maintaining the confidentiality of Your account credentials. You agree to implement "reasonable and appropriate" security measures (consistent with NIST or CIS standards) to protect the device used to access the Platform. You must notify the Company at cyberinfo@cardinalsbyte.com within twelve (12) hours of any suspected unauthorized access to Your account. Failure to secure Your account credentials constitutes a waiver of any claim against the Company for data breaches occurring at the account level.

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7. ACCEPTABLE USE You agree not to use the Website or Services for any purpose that is unlawful or prohibited by this Agreement. Prohibited conduct includes, but is not limited to: (a) Attempting to bypass, "jailbreak," or conduct adversarial attacks on the AI foundational logic; (b) using the Platform to generate fraudulent compliance reports for the purpose of deceiving government regulators (IRS/FTC); (c) using "bots" or automated scrapers to extract data; and (d) uploading data that contains malware or infringes on third-party privacy rights. Violation of this section exposes You to immediate termination and potential criminal referral under the Computer Fraud and Abuse Act (CFAA).

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9. THIRD-PARTY INFRASTRUCTURE & SUB-PROCESSORS The Company utilizes enterprise-grade third-party sub-processors to provide the Services, including but not limited to Vercel (Cloud Hosting and Deployment), Supabase (Database Management and Authentication), and Google Gemini (Large Language Model Processing).

• Acknowledgement of Terms: Use of the Platform constitutes Your explicit acknowledgement and acceptance of the data privacy and security environments of these sub-processors.

• Limitation of Flow-Down Liability: You agree that the Company is not liable for service interruptions, data breaches, or security failures originating within the infrastructure of these third-party providers. The Company’s "Security Posture" is limited to the configurations within its control; we do not warrant the underlying hardware or foundational code of sub-processors.

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8. AFFILIATE MARKETING & ADVERTISING The Platform may suggest third-party security software or hardware. You acknowledge that the Company may receive financial compensation or affiliate commissions for these recommendations. Such recommendations are "As-Is" and do not constitute an endorsement of the product's fitness for a particular purpose. You are responsible for conducting Your own due diligence before purchasing third-party products.

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10. THIRD-PARTY SALES & RESELLERS The Company may authorize third-party "Resellers" to market the Platform. If You purchased the Services through a Reseller, You acknowledge that: (a) The Reseller is an independent contractor and not an agent of the Company; (b) the Company is not bound by any side-promises or warranties made by the Reseller; and (c) Your primary legal relationship regarding the use of the software is governed by this Agreement, regardless of Your payment contract with the Reseller.
 

11. PAYMENTS, SUBSCRIPTIONS & CANCELLATION POLICY The Platform operates on a subscription-based model.

• Payment Processing: All payments are handled via secure third-party payment gateways. The Company does not store full credit card details on its servers.

• Renewal & Notice: Subscriptions automatically renew at the end of each billing cycle. To prevent renewal, You must provide written notice of cancellation at least thirty(30) business days prior to the start of the next billing cycle.

• No Refunds: Due to the immediate delivery of intellectual property (WISP frameworks and GRC logic), all payments are final and non-refundable.

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12. TERM, SUSPENSION & PROFESSIONAL TERMINATION The Company reserves the right, in its sole and absolute discretion, to suspend or terminate Your access to the Platform immediately and without notice if:

• Fraudulent Use: You utilize the AI to generate fraudulent, deceptive, or misleading compliance documentation intended to obstruct or misinform government regulators (e.g., IRS, FTC, or SEC).

• Reputational Harm: Your conduct brings the Company or its affiliates into disrepute within the professional cybersecurity or financial communities.

• Non-Payment: Failure to maintain a valid payment method. Upon termination, all licenses granted hereunder cease immediately, and You must destroy any Company Materials in Your possession.

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13. NO PROFESSIONAL ADVICE & NO FIDUCIARY RELATIONSHIP CRITICAL NOTICE: The CardinalsByte GRC Intelligence Platform is a "Decision Support Tool" and an administrative aid only.

• No Fiduciary Duty: Your use of the Platform does not create an Accountant-Client, Attorney-Client, or any other fiduciary relationship between You and Northeast Cybersecurity Service LLC.

• Independent Verification: The Company does not provide "Legal Advice," "Tax Advice," or "Certified Audit Opinions." You acknowledge that regulatory compliance is a subjective legal determination.

• Licensed Professional Overrule: All AI-generated outputs—including risk scores, gap analyses, and policy drafts—are "suggestions" that must be reviewed, edited, and approved by Your qualified human professionals to satisfy Your specific legal and ethical obligations.

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14. DATA LOSS & BREACH RESPONSIBILITY The Company utilizes enterprise-grade sub-processors (Vercel and Supabase) to host Your data. However, the Company does not accept responsibility for the absolute security of Your content or account. You acknowledge that AI-driven GRC tools are subject to evolving threats. You are responsible for maintaining independent backups of all audit-ready documentation generated on the Platform. The Company shall not be liable for the loss, corruption, or "hallucination" of data, whether caused by system failure or third-party cyber-attacks.

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15. INDEMNIFICATION To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless the Company, its members, managers, and affiliates from and against any and all claims, suits, regulatory fines (including IRS or FTC penalties), or liabilities arising from: (a) Your misuse of the Platform; (b) Your failure to verify AI-generated outputs; (c) Your professional malpractice; or (d) Your breach of this Agreement. This duty to indemnify survives the termination of this Agreement.

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16. NO WARRANTIES THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE AI OUTPUTS WILL BE ERROR-FREE, ACCURATE, OR ACCEPTED BY ANY REGULATORY BODY AS "COMPLIANT." YOU ASSUME ALL RISK REGARDING THE SUITABILITY OF THE PLATFORM FOR MEETING YOUR PROFESSIONAL DUTIES.

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17. LIMITATION OF LIABILITY & THE "FEE CAP" TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL.

• The Liability Cap: The total aggregate liability of the Company for any claims arising out of this Agreement shall not exceed the total amount of fees actually paid by You to the Company during the six (6) months immediately preceding the event giving rise to the claim.

• Exclusion of Fines: The Company specifically disclaims any liability for regulatory fines, penalties, or "Material Weakness" findings issued against You by the IRS, FTC, NYDFS, or any other body. You acknowledge that AI-assisted compliance involves inherent risks which You have voluntarily assumed.

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18. REVERSE ENGINEERING, SCRAPING & INTELLECTUAL THEFT You are strictly prohibited from, and shall not allow any third party to:

• De-compilation: Reverse engineer, decompile, or attempt to derive the source code, underlying ideas, or "Famous AI" workflow nodes of the Platform.

• Data Harvesting: Use any "automated scraper," "crawler," or "spider" to harvest the Platform’s database or proprietary GRC mapping logic.

• Competitive Cloning: Use access to the Platform to build a competing product or service. Any violation of this section is considered willful Intellectual Property theft, exposing You to statutory damages and immediate injunctive relief.

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19. SYSTEM INTEGRITY, SPAM & API LIMITS To ensure the stability of the Platform for all professional users, the following restrictions apply:

• Usage Throttling: The Company may implement "Rate Limits" on AI queries. Mass automated queries or "stress-testing" the AI agents without prior written consent is prohibited.

• Account Suspension: Any activity that threatens the system integrity or excessively consumes API resources (causing increased costs or latency for other users) will result in immediate account suspension.

• Prohibited Communications: You may not use the Platform’s communication features to distribute "Spam," phishing attempts, or unauthorized commercial solicitations.

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20. SERVICE INTERRUPTIONS The Company reserves the right to interrupt access to the Platform for maintenance, updates, or in response to API outages from foundational model providers (Google/Gemini). You agree that the Company is not liable for any losses, including lost professional fees or missed audit deadlines, resulting from such downtime, whether scheduled or unscheduled.

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21. GENERAL PROVISIONS

• MODIFICATION & VARIATION: The Company may modify this Agreement at any time. Your continued use of the Platform after posting modifications constitutes binding acceptance of the updated Terms.

• NO AGENCY: No agency, partnership, or joint venture is created. You are an independent professional subscriber.

• ARBITRATION: Any dispute arising out of this Agreement that cannot be resolved through good-faith negotiation shall be settled by binding arbitration in Westchester County, New York, governed by the rules of the American Arbitration Association. The arbitrator shall have no power to award punitive damages.

• ASSIGNMENT & SEVERABILITY: You may not assign Your rights under this Agreement. If any provision is found unenforceable by a court, the remainder of the Agreement shall remain in full force and effect.

• ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the Parties and supersedes all prior written or oral agreements.

• ELECTRONIC COMMUNICATIONS: You consent to receive all notices, agreements, and disclosures electronically via email. You agree that all electronic communications satisfy any legal requirement that such communications be in writing.

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22. DISPUTE RESOLUTION: MANDATORY BINDING ARBITRATION & CLASS ACTION WAIVER PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

• Mandatory Arbitration: You and the Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by final and binding arbitration in Westchester County, New York. The arbitration shall be administered by JAMS or the American Arbitration Association (AAA) before a single neutral arbitrator.

• Class Action Waiver: YOU AND THE COMPANY 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 OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

• Exceptions to Arbitration: Notwithstanding the foregoing, the Company reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction in Westchester County, NY, to prevent the actual or threatened infringement, misappropriation, or violation of our Intellectual Property Rights (as defined in Section 5).

• Costs of Arbitration: Each party shall bear its own attorney’s fees and costs, and the parties shall share the fees of the arbitrator and the arbitration forum equally, unless the arbitrator determines the claim was frivolous.

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23. FORCE MAJEURE & AI-SPECIFIC EXCLUSIONS ("MODEL COLLAPSE") The Company shall not be liable for any failure or delay in the performance of its obligations under this Agreement for the period that such failure or delay is due to causes beyond its reasonable control.

• Standard Force Majeure: This includes, but is not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

• AI-Specific Force Majeure: You specifically acknowledge and agree that "Force Majeure" under this Agreement includes:

  • Foundational Model Failure: Significant performance degradation, "Model Collapse," or the sudden permanent or temporary unavailability of the Google Gemini API or other third-party Large Language Models (LLMs).

  • Regulatory Shifts: Sudden changes in federal or state law (e.g., new FTC, IRS, or NYDFS mandates) that render the current Platform logic non-compliant or require the temporary suspension of services for re-engineering.

  • API Throttling: Unforeseen rate-limiting or service termination by sub-processors (Vercel, Supabase, or Google) that is not the result of the Company's willful misconduct.

• Limitation of Remedy: In the event of such a delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay, and the Subscriber shall not be entitled to a refund or damages for such period of unavailability.

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24. AI-GENERATED OUTPUT & PROFESSIONAL RESPONSIBILITY 

24.1. Nature of the Service: Subscriber acknowledges and agrees that the CardinalsByte GRC Intelligence Platform utilizes Large Language Models (LLMs) and "Agentic" workflows to generate compliance frameworks, regulatory mapping, and policy documentation. Subscriber understands that these outputs are generated through probabilistic inference and pattern recognition, not legal or professional analysis.

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24.2. The "Heppner" Privilege Warning: Pursuant to the ruling in United States v. Heppner (SDNY 2026), Subscriber is hereby notified that the transmission of sensitive, confidential, or proprietary information to an AI platform—notwithstanding the Company’s enterprise-grade security protocols—may be construed by a court of law as a waiver of the Attorney-Client Privilege or Accountant-Client Privilege. The Company is a third-party technology provider and does not constitute a "privileged" recipient of information under New York law. Subscriber assumes all risk of privilege waiver resulting from data ingestion into the Platform.

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24.3. No Substitution for Professional "Due Diligence":

• IRS Circular 230 Compliance: For Subscribers practicing before the Internal Revenue Service, You acknowledge that the Platform’s outputs do not satisfy the "Due Diligence" requirements of IRS Circular 230. You are strictly prohibited from relying solely on AI-generated documentation for tax positions or compliance filings.

• AICPA Ethics Standards: Subscribers bound by AICPA Ethics Rules (specifically SSTS No. 1) acknowledge that they maintain a non-delegable duty to review and verify the accuracy of all "mechanized" or "automated" work products. The Platform is classified as an "Administrative Assistant" and "Decision Support Tool," not a "Certifying Professional."

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24.4. Mandatory Human-in-the-Loop (HITL): Use of the Platform is expressly conditioned upon the Subscriber’s commitment to a "Human-Sign-Off" protocol. Any document, report, or WISP generated by the Platform is a DRAFT ONLY. It shall have no legal or professional standing until it has been:

1. Independently verified for accuracy by a qualified human professional;

2. Edited to reflect the specific, unique risks of the Subscriber’s client; and

3. Signed and dated by a human officer of the Subscriber’s firm.

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24.5. Waiver of Malpractice Claims: Subscriber hereby waives and releases Northeast Cybersecurity Service LLC from any and all claims of professional malpractice, regulatory fines, or "Material Weakness" audit findings that arise from the Subscriber’s failure to independently verify Platform outputs. Subscriber agrees that "AI Hallucination" or "Regulatory Mis-mapping" is a known risk of the technology and does not constitute a breach of contract or negligence by the Company.

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THE AGREEMENT & FEES

The use of this Website and the CardinalsByte GRC Intelligence Platform provided by Northeast Cybersecurity Service LLC (the "Company") are subject to the following Terms & Conditions (the "Agreement").

FEES & SUBSCRIPTIONS: Use of the Platform is a fee-based and subscription-based model. By creating an account, you agree to pay all applicable subscription fees as disclosed at the time of purchase. Subscription fees are non-refundable unless otherwise required by law. We reserve the right to modify fee structures upon thirty (30) days' notice.