GC AI AI Evaluator Services Agreement

This agreement (“Agreement”) is between General Counsel AI, Inc. (“GC AI”) and the individual accepting this Agreement (“AI Evaluator”). By clicking “I Accept” below or otherwise indicating acceptance, AI Evaluator agrees to provide services to GC AI on an as-requested basis, which may include creating and evaluating prompts, creating on-demand videos regarding use of GC AI, and other services as specified by GC AI (“Services”).

1. Term and Termination.

This Agreement will remain in effect until terminated by either party. Either party may terminate this Agreement at any time with or without cause. AI Evaluator is under no obligation to accept any service requests from GC AI. 

2. Responsibilities.

AI Evaluator agrees to provide Services as requested by GC AI, which may include: (a) creating, testing, and evaluating prompts for GC AI's AI systems; (b) creating on-demand videos demonstrating, explaining, or promoting the use of GC AI's products and services; (c) providing feedback on GC AI's products and services; and (d) such other services as GC AI may reasonably request.  AI Evaluator may decline any specific service request.  All Services shall be performed in a professional manner and in accordance with GC AI's instructions and quality standards.

3. Payment

GC AI shall compensate AI Evaluator for requested and accepted Services according to GC AI's rate card in effect at the time of service request, as posted here. Payment shall be made within thirty (30) days of GC AI's acceptance of completed Services. AI Evaluator is responsible for all applicable taxes.

4. Intellectual Property

AI Evaluator assigns to GC AI all right, title, and interest in and to all work product created in connection with the Services, including all prompts, videos, evaluations, feedback, content, ideas, concepts, and any other materials created by AI Evaluator ("Work Product"). This Work Product shall be considered "work made for hire" to the fullest extent permitted by applicable copyright law. If any Work Product is not deemed a work made for hire, AI Evaluator assigns to GC AI all copyrights, moral rights, and other intellectual property rights in such Work Product. AI Evaluator agrees to execute any additional documents reasonably requested by GC AI to perfect GC AI's ownership rights. AI Evaluator waives any rights of attribution or integrity in the Work Product to the fullest extent permitted by law. AI Evaluator represents and warrants that AI Evaluator has the full right, power, and authority to grant the rights and assignments set forth herein, that AI Evaluator owns or has the right to assign all Work Product created hereunder, and that no other party has any right, title, or interest in or claim to such Work Product. AI Evaluator further represents and warrants that the assignment and use of the Work Product as contemplated herein will not violate the rights of any third party.

5. Publicity Release

AI Evaluator hereby grants to GC AI a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use AI Evaluator's name, likeness, voice, biographical information, statements, testimonials, and any other identifying information or materials (collectively, "Publicity Rights") in connection with the Work Product and the promotion of GC AI and its products and services. This license includes, but is not limited to, the right to use, reproduce, distribute, display, perform, and create derivative works of the Publicity Rights in any media now known or hereafter developed, for any purpose, including without limitation, advertising, marketing, promotion, public relations, and educational purposes. AI Evaluator waives any right to inspect or approve the finished product, the advertising copy, or any other matter related to the use of AI Evaluator's Publicity Rights. AI Evaluator further waives any claim for compensation of any kind for the use of AI Evaluator's Publicity Rights, beyond the compensation expressly provided for Services in this Agreement. AI Evaluator represents and warrants that the use of AI Evaluator's Publicity Rights as contemplated herein will not violate the rights of any third party.

6. Independent Contractor Status

AI Evaluator is an independent contractor and not an employee, agent, or partner of GC AI. AI Evaluator shall have no authority to bind GC AI or act on GC AI's behalf. AI Evaluator shall be solely responsible for payment of all taxes, social security, unemployment insurance, and other statutory obligations arising from compensation received under this Agreement.

7. Representations and Warranties

AI Evaluator represents and warrants that: (a) AI Evaluator has the full right, power, and authority to enter into this Agreement and perform the Services; (b) AI Evaluator's performance will not violate any other agreement to which AI Evaluator is a party; (c) all Work Product will be original or properly licensed, and will not infringe any third-party rights; (d) AI Evaluator will comply with all applicable laws in performing the Services; and (e) if AI Evaluator appears in any video, AI Evaluator is at least 18 years of age. EXCEPT AS EXPRESSLY SET FORTH HEREIN, GC AI MAKES NO WARRANTIES OF ANY KIND.

8. Attorney-Client Relationship and Legal Advice. 

AI Evaluator acknowledges and agrees that AI Evaluator's provision of Services under this Agreement does not constitute the provision of legal advice to GC AI or to any third party, including GC AI's users or customers. No attorney-client relationship is created or intended to be created between AI Evaluator and GC AI or any third party by virtue of this Agreement or the Services performed hereunder. Any legal professionals performing Services as a AI Evaluator are doing so in their capacity as independent service providers, and not as legal counsel to GC AI or any third party. All Work Product and Services are provided for business, technical, or informational purposes only, and are not intended to be, nor should they be construed as, legal advice.

9. Confidentiality

AI Evaluator acknowledges that in connection with the Services, GC AI may disclose to AI Evaluator certain confidential and proprietary information, whether technical, business, or otherwise, and whether disclosed orally, visually, or in writing, including, but not limited to, algorithms, prompts, product features, user data, financial information, and marketing plans (collectively, "Confidential Information"). AI Evaluator agrees to maintain such Confidential Information in confidence and use it solely for the purpose of performing Services. This obligation shall survive termination of this Agreement.

10. Limitation of Liability

IN NO EVENT SHALL GC AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. GC AI'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO AI EVALUATOR IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

11. Indemnification

AI Evaluator shall indemnify, defend, and hold harmless GC AI, its affiliates, and their respective officers, directors, employees, and agents (collectively, "GC AI Indemnified Parties") from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) any breach by AI Evaluator of any representation, warranty, or obligation under this Agreement; (b) any third-party claim arising from or relating to AI Evaluator's Work Product or Services provided hereunder; (c) any violation of applicable laws or regulations by AI Evaluator in the performance of the Services; (d) any claim that the Work Product or any portion thereof infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any third party. GC AI will provide AI Evaluator with prompt written notice of any such claim and will permit AI Evaluator to control the defense, settlement, adjustment, or compromise of such claim, provided that GC AI may, at its own expense, participate in the defense of any such claim with counsel of its own choosing. AI Evaluator shall not settle any claim in a manner that admits liability on the part of any GC AI Indemnified Party or imposes any obligation on any GC AI Indemnified Party without the prior written consent of GC AI.

12. Electronic Acceptance

AI Evaluator may accept this Agreement by clicking "I Accept," electronically signing, or otherwise indicating acceptance through GC AI's systems. Electronic acceptance shall have the same legal effect as a handwritten signature.

13. Modification and Assignment.

This Agreement may only be modified by GC AI in its sole discretion by posting an updated version. Continued use of GC AI's services after modification constitutes acceptance. AI Evaluator may not assign this Agreement without GC AI's written consent. GC AI may assign this Agreement without restriction.

14. Dispute Resolution and Choice of Law.

Any dispute, controversy, or claim 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 arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The Federal Arbitration Act and federal arbitration law shall apply. Judgment on the arbitral award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

WAIVER OF CLASS ACTION RIGHTS: THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. This Agreement will be construed and interpreted according to the laws of the state of California without regard to choice of law provisions.

15. Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The parties agree to negotiate in good faith to replace any unenforceable or invalid provision with a valid and enforceable provision that most closely approximates the intent and economic effect of the original provision.

16. Waiver

No failure or delay by GC AI in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. No waiver shall be effective unless it is in writing and signed by an authorized representative of GC AI. A waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breach.

17. Survival

The following sections shall survive any termination or expiration of this Agreement: Section 4 (Intellectual Property), Section 5 (Publicity Release), Section 9 (Confidentiality), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 14 (Dispute Resolution and Choice of Law), Section 15 (Severability) Section 19 (Entire Agreement), this Section 17 (Survival), and Section 19 (Entire Agreement).

18. Notices

Any notices required or permitted under this Agreement shall be in writing. Notices to GC AI shall be sent to legal@gc.ai. Notices to AI Evaluator shall be sent to the last email address or physical address on file with GC AI. Notices shall be deemed given when sent (if by email) or when delivered (if by other means). 

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings. If any provision is found unenforceable, the remainder shall remain in effect. This Agreement shall be binding upon successors and assigns.