Terms of Service

1. Service description

Wexler Gray provides Signal, a continuous, anonymous organizational early-warning system commissioned and governed by a private equity firm to monitor a portfolio company it owns. Verified participants submit brief, identity-protected observations; Signal validates recurring, cross-functional patterns over time. Beacon (escalation and pattern monitoring) and Bearing (board-ready interpretation) are embedded capabilities of Signal, not separate products. The platform is made available to authorized clients under a written engagement arrangement between Wexler Gray and the client PE firm. Wexler Gray is operated by Ardilawn Holdings LLC, a Tennessee limited liability company based in Nashville, Tennessee, United States. References to “Wexler Gray,” “we,” “us,” or “our” refer to that entity.

These Terms of Service (“Terms”) govern your access to and use of the Wexler Gray platform and associated services. By accessing the platform, you confirm that you have authority to enter into these Terms on behalf of yourself and your organization, and that you agree to be bound by them.

2. Fees, subscriptions, and access

Signal may be purchased online at wexlergray.com/pricing or engaged under a separately executed client agreement. A subscription purchased online is an engagement arrangement governed by these Terms. Where a written client agreement is later executed, that agreement controls.

Access is provisioned after onboarding. Purchase does not grant immediate access to the platform. Wexler Gray contacts the purchaser to confirm which portfolio companies will be monitored, configure participant access, and agree the visibility and escalation protocol before access begins.

• Billing and renewal. Subscriptions are billed in advance for the interval selected at purchase and renew automatically for successive intervals at the then-current price unless cancelled before the renewal date.
• Cancellation. A subscription may be cancelled at any time, without contacting us, at wexlergray.com/billing. Cancellation takes effect at the end of the current billing interval, and access continues until then. Access and data handling after cancellation follow the Privacy Policy and any applicable client agreement.
• Refunds. Fees are non-refundable except where required by law or agreed in writing. Where Wexler Gray has not begun onboarding, a purchaser may request a full refund within 14 days of purchase.
• Price changes and taxes. Prices exclude applicable taxes. Prices may change on renewal with at least 30 days’ notice before the renewal date.
• Non-payment. A failed or overdue payment may result in suspension of access in accordance with the termination provisions below.

To request a refund or ask a billing question, use the contact form. Requests are actioned within two business days.

3. Authorized use

Access to the Wexler Gray platform is restricted to:

• PE firm operating teams engaged under a signed Wexler Gray client agreement
• Portfolio company leadership granted access by an instructing PE firm client
• Signal participants who submit anonymized input through single-purpose links issued by Wexler Gray and distributed by the instructing client. Participants hold no account and are not identified to Wexler Gray

Unauthorized access, account sharing, or use of the platform outside the scope of an active engagement arrangement is prohibited. You may not access the platform for competitive intelligence, reverse engineering, or any purpose inconsistent with the engagement for which access was granted.

4. Confidentiality

All Signal data, validated themes, escalation records, and interpretations generated through the Wexler Gray platform are strictly confidential. Users agree to:

• Maintain the confidentiality of all platform outputs and not disclose them to any party not authorized under the applicable client engagement
• Not reproduce, distribute, or publish platform outputs without Wexler Gray's prior written consent
• Notify Wexler Gray promptly upon becoming aware of any actual or suspected breach of confidentiality
• Apply at minimum the same standard of care to platform outputs as they would apply to their own confidential information, and in any case no less than reasonable care

Signal participants are invited into function slots by the participating organization and are not required to provide their name or email to Wexler Gray; the platform holds no participant identity to disclose to the investor, to company management, or to other participants. Individual submissions are never exposed to company management or to other participants, and the investor works only from de-identified, function-labelled input. Participants submit on this basis and agree that the integrity of the anonymization model is a fundamental term of their participation. Participants may not attempt to deanonymize other participants, and may not disclose the identity of the company under monitoring to third parties.

5. Management visibility and escalation protocol

Signal is commissioned and governed by the investor. Raw submissions and participant identities are never exposed. Visibility into validated themes is controlled through an agreed escalation protocol established at the start of the engagement.

The escalation protocol defines which validated themes surface, to whom, and at what thresholds — including the extent of any visibility granted to portfolio company leadership. What is shared, and with which recipients, is governed by that protocol and the applicable engagement agreement. No party is entitled to visibility beyond what the protocol provides.

6. AI processing and human review

Platform outputs are produced with AI assistance, including thematic clustering, pattern detection, and drafting.

Escalations are raised automatically when a theme meets the validation thresholds for the engagement; they are not individually reviewed by Wexler Gray before they appear. Board-facing interpretations prepared by Wexler Gray are reviewed by a person before delivery. Clients must apply human judgment before acting on any output, and must not act on a material or urgent escalation without independent review.

AI does not independently make employment decisions or determine individual culpability. Automated processing supports the identification of organizational patterns; it does not substitute for the judgment of the client or Wexler Gray’s reviewers in acting on those patterns.

7. Organizational conditions, not individual performance

Signal identifies organizational conditions — recurring, cross-functional patterns across a portfolio company — not the performance of any individual employee. The platform does not score, rank, or rate individual employees, and it does not automate or determine personnel decisions.

Clients are responsible for any employment or personnel decisions they make and must not use platform outputs to attribute findings to, or take action against, specific individuals on the basis of their inferred participation. Doing so is outside the permitted scope of the engagement.

8. Intellectual property

All platform software, methodologies, assessment frameworks, and Wexler Gray brand assets remain the exclusive intellectual property of Wexler Gray. Nothing in these Terms grants you any ownership interest in the platform or its underlying technology.

Data submitted through the platform, including participant submissions and client-provided organizational information, remains the property of the submitting party. By submitting data to the platform, you grant Wexler Gray a limited license to process that data solely for the purpose of delivering the services described in the applicable client engagement.

Platform outputs — including validated Signal themes, escalation records, and Bearing interpretations — are produced under the applicable client engagement and delivered to the client. Wexler Gray retains no ownership over client-specific output content.

9. Data handling

Wexler Gray processes personal data in accordance with the Privacy Policy available at wexlergray.com/privacy, which is incorporated into these Terms by reference. By using the platform, you confirm that you have read and understood the Privacy Policy.

Where a PE firm client engages Wexler Gray in a capacity that involves processing personal data of portfolio company employees or other individuals, the PE firm acts as the data controller for such data. Wexler Gray processes such data as data processor under the instructions of the client and the terms of the applicable engagement agreement.

Specific data-handling arrangements — including retention periods, deletion procedures, subprocessors, and data location — are governed by the Privacy Policy and the applicable engagement agreement. Those documents, not these Terms, are the authoritative source for such specifics. The current subprocessor list is published at wexlergray.com/subprocessors.

10. Platform availability

Wexler Gray uses reasonable endeavors to maintain platform availability during active engagement periods. We do not guarantee uninterrupted access and accept no liability for losses arising from scheduled or unscheduled downtime, provided we take reasonable steps to minimize disruption and notify users of planned maintenance in advance.

11. Limitation of liability

The Wexler Gray platform provides organizational intelligence to assist decision-making. Platform outputs represent analytical assessments and should not be construed as professional advice, including legal, financial, or regulatory advice. Clients remain solely responsible for decisions made on the basis of platform outputs.

To the fullest extent permitted by applicable law, Wexler Gray excludes liability for indirect, consequential, special, or punitive damages arising from use of the platform. Our total liability under or in connection with these Terms shall not exceed the fees paid by the relevant client in the 12 months preceding the claim.

Nothing in these Terms limits liability for fraud, death, or personal injury caused by negligence, or any other liability that cannot be excluded by law.

12. Termination

Wexler Gray may suspend or terminate platform access immediately upon written notice where a user breaches any material term of these Terms, including confidentiality obligations or authorized use restrictions. Upon termination, all obligations relating to confidentiality, intellectual property, and data handling survive.

13. Governing law and jurisdiction

These Terms are governed by the laws of the State of Tennessee, United States, without regard to its conflict-of-laws principles. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Nashville, Tennessee, except where applicable law requires otherwise.

14. Contact

For legal and contractual inquiries:

Formal notices under an executed engagement agreement should be given by the method that agreement specifies, which takes precedence over this page.