FounderShield — Startup Tier Terms

Read this before you sign anything FounderShield helps you draft. FounderShield outputs are AI-assisted first-pass reviews. They are not legal advice. Using FounderShield does not create an attorney-client relationship. CounselGrid Private Limited is a technology platform — we are not a law firm and we do not practise law in India or any other jurisdiction.

1. Who we are; who you are

"FounderShield" is the AI-powered legal-review service for Indian startups offered by CounselGrid Private Limited ("CounselGrid", "we", "us"), a company incorporated in India. "You" / "Founder" means the natural person or company using FounderShield through a CounselGrid account on the "Startup Founder" tier.

These Startup Tier Terms apply in addition to CounselGrid's general Terms of Service, Privacy Policy, and Acceptable Use Policy. Where these Startup Tier Terms conflict with the general Terms, these prevail for FounderShield only.

2. Service description

FounderShield analyses draft legal documents you submit (such as Privacy Policies, Terms of Service, Acceptable Use Policies, NDAs, Founders' Agreements, ESOP Plans, iSAFE / SAFE / CCPS term sheets, Shareholders' Agreements, MSAs, vendor agreements, employment offers and consultancy agreements) against a knowledge base of Indian statutes and rules including the Digital Personal Data Protection Act 2023, IT Act 2000 and rules made thereunder, the Consumer Protection Act 2019 and E-Commerce Rules 2020, the Indian Contract Act 1872, the Companies Act 2013, the Foreign Exchange Management Act 1999, the Income-tax Act 1961, the Code on Wages 2019, and the POSH Act 2013, among others.

The output is a structured review consisting of: an executive verdict, an indicative compliance score, lists of missing clauses and risky clauses with suggested redlines, an inline redline view, citations to the canonical-law knowledge base, and recommended next steps.

3. Not legal advice; no attorney-client relationship

FounderShield is a software tool. Nothing it produces constitutes legal advice. Use of FounderShield does not create an attorney-client relationship between you and CounselGrid, between you and any author of the underlying knowledge base, or between you and any advocate listed on the optional lawyer marketplace.

You are responsible for engaging a duly licensed advocate before relying on any FounderShield output for binding execution. Indian advocates are governed by the Bar Council of India and its rules; the content on this site is informational, not a solicitation of legal practice, and is published with reference to Rule 36, Chapter II, Part VI of the Bar Council of India Rules.

4. Your inputs and our handling of them

When you submit a draft document for review, we apply best-effort PII redaction (email addresses, phone numbers, PAN, Aadhaar with conventional formatting) and transmit the redacted text to a large-language-model provider for analysis. Names, addresses, account numbers, GSTINs, IFSC codes, voter IDs and other sensitive personal information that does not match our redaction patterns may be transmitted as-is. Please remove this material yourself before submission if it concerns third parties whose consent you have not obtained.

We do not use your draft text to train any foundation model. We retain the draft and the resulting review for the period configured by your plan (30 days on Starter, 1 year on Pro, 3 years on Scale) and only for as long as you remain on the platform. See the Privacy Policy for the full retention schedule.

You confirm that you have the right to submit the document for review. You must not submit documents protected by another person's attorney-client privilege, classified materials, or content that contains another person's sensitive personal data without lawful basis.

4.1 Cross-border transfer disclosure (DPDP §16)

Where your data goes. Operating FounderShield requires us to transmit your draft text and review metadata across the following jurisdictions:

• OpenAI, L.L.C. — United States — for large-language-model analysis (the AI review itself). Data is sent over TLS 1.2+, retained by OpenAI per their API terms (currently 30 days for abuse-monitoring, then deleted), and is not used to train foundation models per OpenAI's no-training commitment for API customers.
• Google Cloud Platform — primary region asia-south1 (Mumbai) for Firestore + Cloud Run; some Cloud Logging / monitoring telemetry may transit US regions.
• Cloudflare, Inc. — globally distributed edge nodes for Turnstile bot-protection on the public review page (your IP + a one-time challenge token).
• Razorpay Software Pvt Ltd — India — for payment processing when you upgrade to a paid plan.
• Email delivery provider (Brevo / SendGrid or equivalent) — varies — for verification + grievance correspondence.

By accepting these Terms you give specific, informed consent under DPDP Act 2023 §6 to this cross-border transfer. The Government of India has not, as of these Terms' last update, notified any of the above destinations as restricted under §16. We will update this list and notify you 14 days in advance of any change to sub-processors. To withdraw consent for cross-border processing, see §11 (Grievance Redressal) or use the in-product withdrawal toggle in your Tenant Settings — note that withdrawal disables the AI review service for new submissions.

4.2 Data Processing role

When you submit content that includes the personal data of your users (e.g. a draft Privacy Policy that lists customer email addresses), you are the Data Fiduciary and we are the Data Processor under DPDP §8(2). The Data Processing Addendum linked from this section, deemed accepted on your first such submission, governs:

• Processing only on your documented instructions (submitting a draft IS your instruction)
• Confidentiality undertakings on our personnel
• Reasonable security practices (TLS in transit, encryption at rest in Firestore, role-based access controls)
• Sub-processor flow-down (the list in §4.1)
• Personal-data breach notification within 72 hours of becoming aware
• Assistance with data-principal rights requests (§§11–14)
• Return / deletion of the data on termination

5. Lawful-use constraints

You may not use FounderShield to:

• Practise law without a licence; impersonate an advocate; or hold out FounderShield's outputs as legal advice given by an advocate.
• Generate content that infringes third-party intellectual property, defames any person, or constitutes prohibited content under Rule 3(1)(b) of the IT Rules 2021.
• Run automated scraping or load-testing against the FounderShield API beyond the rate limits in the applicable plan.
• Re-sell FounderShield outputs without our prior written consent.

6. Indicative score; no warranty of compliance

The "compliance score" surfaced in the review is an indicative readiness number derived from the senior-counsel-calibrated knowledge base and a sanity-check against severity counts. It is not a certification of compliance, a regulatory attestation, or a guarantee that any document will survive judicial or regulatory scrutiny. The score may vary across re-runs of the same draft due to inherent stochasticity in large-language-model outputs.

7. Plans, billing, refunds

FounderShield is offered on three plans (Starter, Pro, Scale) as described on the pricing page. Indian-resident customers are billed in INR (GST extra where applicable); foreign customers are billed in convertible foreign exchange under the export-of-service framework. Refunds are governed by Rule 5(3) of the Consumer Protection (E-Commerce) Rules 2020 and our general Terms of Service.

8. Marketplace lawyer engagements

If you engage a lawyer through the optional FounderShield marketplace, your contract is directly with that lawyer and not with CounselGrid. CounselGrid is not a party to the engagement, does not warrant the lawyer's advice, and does not share in any fee paid for legal services. We may charge a separate technology / facilitation fee, which is disclosed at the point of engagement.

8.1 Insurance

CounselGrid Private Limited intends to maintain commercial cyber-liability and professional-indemnity (technology-errors-and- omissions) insurance appropriate to the scale of the service. Coverage status, insurer identity, and policy limits are confirmed in writing to Pro and Scale customers on request, and in any event prior to contractual signature for Scale customers. This insurance — when in force — is not in addition to, and does not increase, the contractual liability cap stated in §9 below.

9. Limitation of liability

To the maximum extent permitted by Indian law, our aggregate liability arising out of or in connection with FounderShield shall not exceed the fees you have paid us in the 12 months preceding the claim, or ₹10,000 (ten thousand rupees) — whichever is higher. We are not liable for: (a) decisions you make in reliance on a FounderShield output without engaging qualified counsel; (b) regulatory action against you arising from documents we reviewed; (c) lost profits or consequential damages.

10. Governing law and dispute resolution

These Startup Tier Terms are governed by the laws of India. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act 1996, seated in Bengaluru, conducted in English by a sole arbitrator. Subject to arbitration, the courts at Bengaluru shall have exclusive jurisdiction.

11. Grievance redressal

Per Rule 3(2) of the IT Rules 2021 and §§8(9), 8(10) and 13 of the DPDP Act 2023, we maintain a designated, India-resident Grievance Officer for FounderShield matters (current designation is always published at /legal/grievance-officer):

• Grievance Officer: Purushotham Namani
• Designation: Grievance Officer, CounselGrid Private Limited
• Office address: CounselGrid Private Limited, Plot 143, Machanpally Enclave, Bandlaguda Jagir, Hyderabad, Telangana 500086, India
• Email: privacy@counselgrid.com
• Phone: +91 99667 06444
• Acknowledgement: within 24 hours of receipt
• Resolution timeline: 15 days from receipt for IT Rules 2021 grievances; the timeline notified under DPDP Rules where applicable (whichever is shorter)
• Escalation: If the Grievance Officer's response is unsatisfactory, you may approach the Grievance Appellate Committee (IT Rules 2021) or the Data Protection Board of India (once notified)

12. Updates

We may update these Startup Tier Terms from time to time. Material changes will be notified via email and an in-app notice at least 14 days before they take effect. Continued use of FounderShield after the effective date constitutes acceptance.

Questions? Reach us at contact@counselgrid.com.