These Terms of Service (“Terms”) govern your access to and use of the soc2audit.ai platform, marketing website at soc2audit.ai, and any related services (collectively, the “Service”) provided by Managed Security Services, LLC dba Cyber Security Services, an Ohio limited liability company (“Cyber Security Services,” “we,” “us,” or “our”).
By creating an account, accessing, or using the Service, you agree to be bound by these Terms and by our Privacy Policy at soc2audit.ai/privacy-policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” and “your” refer to that entity.
If you do not agree to these Terms, you may not use the Service.
soc2audit.ai is an AI-guided compliance platform that helps customers prepare for and manage SOC 2 attestation engagements. Features include AI-guided gap assessments, policy generation, user access reviews, vendor risk reviews, evidence collection, and an auditor portal for AICPA-licensed CPA firms.
2.1 What the Service is not
2.2 AICPA partner audits
If you engage an AICPA-licensed CPA firm through our partner network, your audit contract is between you and that firm — not with Cyber Security Services. The audit firm is solely responsible for the conduct and outcome of the audit and for maintaining independence under AICPA standards.
2.3 Optional add-on services
Optional services (penetration testing, vulnerability management, virtual CISO) are delivered by Cyber Security Services under separate statement-of-work agreements. Add-on services are never required to use soc2audit.ai.
3.1 Registration
To use the Service you must create an account. You agree to provide accurate information, keep it updated, and safeguard your credentials.
3.2 Authorized users
You may permit employees, contractors, and your designated auditors to access the Service under your account. You are responsible for their compliance with these Terms.
3.3 Account security
You must notify us immediately at security@soc2audit.ai of any unauthorized access to your account. We may require multi-factor authentication for all users.
4.1 Ownership
You retain all rights, title, and interest in the content you upload to the Service (“Customer Content”), including policies, evidence, user lists, vendor lists, and gap assessment responses.
4.2 License to us
You grant Cyber Security Services a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content solely to (a) provide the Service to you, (b) enable your designated auditor to review your Service data, (c) improve the Service in aggregated and de-identified form, and (d) comply with legal obligations.
4.3 AI processing
You acknowledge that the Service uses AI models — including third-party large language model APIs — to process Customer Content. We do not use Customer Content to train foundation models. See our Privacy Policy Section 6 for details.
4.4 Your responsibilities for Customer Content
You represent that you have all rights necessary to upload Customer Content and that Customer Content does not violate any law, third-party right, or these Terms.
5.1 Subscription fees
Access to the Service requires a paid subscription. Current pricing is published at soc2audit.ai/pricing. Fees are billed in advance on a monthly or annual basis depending on the plan selected.
5.2 Automatic renewal
Subscriptions automatically renew at the end of each term unless canceled before the renewal date. You can cancel from your account settings or by emailing billing@soc2audit.ai.
5.3 Price changes
We may change subscription fees. Any fee change will take effect at the start of your next billing period after we notify you (at least 30 days’ notice for material increases).
5.4 Audit fees and add-on fees are separate
Fees paid to AICPA-licensed CPA firms for the audit itself, and fees for optional add-on services from Cyber Security Services, are separate from soc2audit.ai subscription fees and are billed separately by those parties.
5.5 Refunds
Except where required by law, subscription fees are non-refundable. If you cancel mid-term, you may continue using the Service through the end of the paid term.
5.6 Taxes
Fees are exclusive of taxes. You are responsible for all applicable taxes other than taxes based on our net income.
5.7 Late payment
If payment is more than 15 days past due, we may suspend the Service. If more than 60 days past due, we may terminate your account and pursue collection.
You will not:
We reserve the right to suspend accounts that violate this section pending investigation.
Our Service allows you to grant access to your designated AICPA-licensed CPA audit firm. You acknowledge:
If you have reason to believe auditor independence has been compromised, report it immediately to independence@soc2audit.ai.
8.1 Our warranty
We warrant that we will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards. If we materially fail to meet this warranty, your exclusive remedy is repair of the Service or, if we cannot repair it within a reasonable time, termination and a pro-rata refund of prepaid fees for the affected period.
8.2 Disclaimer
EXCEPT FOR THE WARRANTY IN SECTION 8.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) AI-GENERATED OUTPUTS WILL BE COMPLETE OR ACCURATE, OR (C) USE OF THE SERVICE WILL RESULT IN A PASSING SOC 2 REPORT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
9.1 Excluded damages
NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap on liability
EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Exceptions
The exclusions and caps in this Section 9 do not apply to (a) your payment obligations, (b) either party’s indemnification obligations under Section 11, (c) either party’s breach of confidentiality, or (d) liability that cannot be limited under applicable law.
Each party may disclose confidential information to the other in connection with the Service. The receiving party will (a) use the same care to protect confidential information as it uses for its own, but not less than reasonable care, (b) use it only to perform under these Terms, and (c) not disclose it to third parties except to employees, subprocessors, and advisors bound by similar obligations. Confidential information does not include information that is publicly known, independently developed, or lawfully received from a third party without confidentiality obligations.
Customer Content is your confidential information. Our proprietary software, pricing, and product roadmap are our confidential information.
11.1 By us
We will defend you against any third-party claim alleging that your authorized use of the Service infringes a valid U.S. patent, copyright, or trademark, and will pay damages finally awarded (or settlement amounts we agree to), provided you (a) notify us promptly, (b) give us sole control of the defense, and (c) reasonably cooperate.
If use of the Service is enjoined, we may (i) obtain the right for you to continue using it, (ii) modify it to be non-infringing, or (iii) terminate the affected portion and refund prepaid fees.
We have no obligation for claims arising from (a) Customer Content, (b) your use of the Service in violation of these Terms, or (c) combination of the Service with third-party products we did not provide.
11.2 By you
You will defend Cyber Security Services against any third-party claim arising from (a) Customer Content, (b) your violation of these Terms, or (c) your violation of law, and will pay damages finally awarded or settlement amounts we agree to.
12.1 Term
These Terms apply for as long as you have an active subscription.
12.2 Termination for convenience
Either party may cancel a subscription at any time via account settings or written notice. Cancellation takes effect at the end of the current paid term.
12.3 Termination for cause
Either party may terminate immediately for material breach if the other party fails to cure within 30 days of written notice. We may suspend or terminate immediately for security threats, non-payment beyond 60 days, or violations of Section 6 (Acceptable Use).
12.4 Effect of termination
Upon termination:
12.5 Surviving sections
Sections 4 (to the extent of remaining licenses), 5.4–5.6, 8.2, 9, 10, 11, 13, 14, and 16 survive termination.
13.1 Governing law
These Terms are governed by the laws of the State of Ohio, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.2 Venue
Any dispute not resolved through the process below will be brought exclusively in the state or federal courts located in Delaware County, Ohio, and both parties consent to the personal jurisdiction of those courts.
13.3 Informal resolution first
Before filing suit, the parties will attempt to resolve any dispute in good faith by meeting (in person or by video) within 30 days of written notice describing the dispute.
13.4 Class action waiver
Each party agrees to bring disputes only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
We may update these Terms from time to time. If we make material changes, we will notify you by email or in-app notification at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to the changes, you may cancel your subscription before the effective date.
Unless you opt out in writing, you agree that we may identify you as a customer and display your name and logo on our marketing materials in a manner consistent with your brand guidelines. You may opt out by emailing marketing@soc2audit.ai.
Managed Security Services, LLC dba Cyber Security Services
Attn: Legal
Westerville, Ohio, United States
Email: legal@soc2audit.ai
