GC AI Service Agreement

Welcome to GC AI. This Services Agreement (“Terms”) governs the access to and/or use of the Services (as defined below) by the entity identified in an Order Form (“Customer”) and is part of an agreement between Customer and General Counsel AI, Inc. (“GC AI”). This Agreement is effective as of the date Customer accepts an Order Form, first accesses or uses the Services, or otherwise agrees to these Terms, whichever occurs first (the “Effective Date”).

Together with an ordering document (“Order Form”) and any additional terms or documents stated in these Terms or such Order Form, the Terms provide all the terms and conditions for access to and use of the Services between Customer and GC AI (collectively, the “Agreement”).

The Services do not constitute legal advice, the practice of law, or the creation of an attorney-client relationship between GC AI and Customer or any User (as defined below). Outputs (as defined below) are generated by artificial intelligence. The Services and the Outputs are not a substitute for the professional judgment of a licensed attorney. Customer is responsible for determining when Output requires review by qualified legal counsel before use.

1. Definitions

1.1. “Additional Services” means any additional services, including professional services and add-ons. Such Additional Services may be subject to supplemental terms and conditions and may come at an additional cost.

1.2. “Content” means Input and Output collectively.

1.3. “DPA” means the version of GC AI’s data processing addendum at www.gc.ai/dpa that is in effect as of the Effective Date.

1.4. “De-Identified Data” means Content that GC AI has processed to remove or transform: (a) any information that identifies or could reasonably be used to identify Customer, any individual, any third party, or any specific transaction, matter, or engagement; and (b) trade secrets, commercially sensitive information, and other confidential business information. De-Identified Data must be processed to a level of abstraction such that the resulting data reflects only generalized patterns, anonymized structural elements, or aggregated statistical insights that cannot be reverse-engineered to reveal the specific content, context, or substance of the underlying Content in a manner that would connect such Content to Customer, a company or individual.

1.5. “Documentation” means the user guides, help articles, and other technical materials describing the features and functionality of the Platform that GC AI makes available through or in connection with the Platform, as may be updated by GC AI from time to time.

1.6. “GC AI Materials” means all elements of the Services, including, but not limited to: (a) all underlying and associated software, source code, object code, models, algorithms, data sets, training data, documentation, user interfaces, designs, workflows, processes, methods, know-how, and trade secrets; (b) all features, functionalities, and any improvements, modifications, enhancements, updates, upgrades, or derivative works thereof; (c) all prompts or skills labeled as provided by GC AI (except any Customer Data or user modifications reflected in such prompts or skills); (d) any licensed content from third parties; and (e) any and all other technology, inventions, works of authorship, or materials developed, used, or provided by GC AI (excluding Output) in connection with the Services.

1.7. “Input” means Customer Data provided by Customer to the Services, including but not limited to queries, documents, files, and other materials and GC AI Materials provided by GC AI and leveraged by Customer in the course of using the Services.

1.8. “Output” means data, information, or materials generated by the Services in response to Input.

1.9. “Platform” means GC AI’s proprietary software as a service platform and technology, including materials, templates and works contained therein and any modifications, updates, or upgrades of the same.

1.10. “Services” means GC AI’s provision of the Platform and any Additional Services purchased under an Order Form.

1.11. “Subscription Term” means the period specified in an Order Form.

1.12. “User” means an individual authorized by Customer to access and use the Services under Customer’s account, including attorneys, legal professionals, and other employees, contractors, or business users of Customer.

1.13. “Third-Party Information” means any content, data, or information that is publicly available on the internet or derived from other external sources not controlled by GC AI (but excluding licensed content from third parties within the scope of GC AI Materials), which the Services may access or reference in generating Output.

1.14. “Customer Data” means all data, information, and materials: (a) owned or controlled by Customer; (b) provided, submitted, or uploaded by Customer or its users to the Services, including queries, documents, files, and other materials; or (c) generated by the Services in response to Customer’s or its users’ use of the Services, including Output. Customer Data does not include GC AI Materials, Third-Party Information, or De-Identified Data.

2. Use of the Service

2.1. Registration. Each User must register and create a GC AI account (an “Account”). Customer is responsible for the acts and omissions of any User or other person who accesses the Account using credentials created by a User. Customer will promptly notify GC AI upon becoming aware of any unauthorized use of a User Account. Customer is solely responsible for determining which Users are authorized to access the Services. Customer may reassign User licenses in accordance with the Documentation.

2.2. License and Access. Subject to this Agreement, including payment, GC AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license to permit the number of Users purchased to access and use the Services for Customer’s business purposes in accordance with the Documentation. Further, GC AI grants Customer a non-exclusive, perpetual right and license to use, display, distribute, publish, reproduce, and produce derivative works of any GC AI Materials directly incorporated in the Output to further such business purposes; provided that Customer shall not use any GC AI Materials contained in the Output to (a) develop, train, or improve any product or service that competes with GC AI, (b) reverse engineer or extract underlying models, algorithms, or data, or (c) otherwise use or distribute GC AI Materials separate from the Outputs.

2.3. Free Trials and Private Previews.

2.3.1. Free Trials. GC AI may provide free trials to the Services (“Trial”) from time to time as agreed by GC AI in writing, pursuant to an Order Form, or as made available through the Platform.

2.3.2. Private Previews. GC AI may provide Customer access to GC AI products, features, technologies, or services that are not yet generally available on a free or paid basis, including, but not limited to, any product, service, or feature labeled as “beta,” “alpha,” “preview,” “private release,” “pre-release,” or “experimental” (each, a “Private Preview”). Customer must comply with any additional and/or modified terms posted or provided to Customer to access any Private Preview. Private Previews are not covered by customer support or service level agreements unless otherwise stated. Any products, services, or features in a Private Preview may be inoperable, incomplete or include functionality never released by GC AI. Customer should not rely on any products, services or features in a Private Preview in any manner, and Customer’s use is at Customer’s own risk. GC AI may process information submitted, transferred, or inputted to GC AI in connection with a Private Preview to operate, improve, and develop the Services and related products.

2.3.3. General. Trials and Private Previews are provided “as-is” without any warranties of any kind. By using a Trial or Private Preview, Customer acknowledges and agrees that the products, services, and/or features may contain errors, may not operate as intended, and that Customer’s use of such may result in data loss or other damages. GC AI will not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to the use of a Trial or Private Preview, and GC AI’s liability for all claims arising from the use of a Trial or Private Preview will not exceed US $100.00. GC AI reserves the right to modify, suspend, or discontinue a Trial or Private Preview at any time without notice and without liability to Customer.  Any of GC AI’s obligations not specifically disclaimed in this Section 2.3 will apply to any Trial or Private Preview.

2.4. Additional Services. GC AI may also offer training, professional, or integration services (collectively, “Professional Services”). GC AI controls how it provides the Professional Services. GC AI may use subcontractors to perform Professional Services and remains responsible for their work. If either Customer or GC AI requests a change to an Order Form for Professional Services, those changes take effect only after a mutually agreed amendment is executed. Customer acknowledges that its delays in providing required information to GC AI may cause delays or postponements to GC AI’s performance of the Professional Services.

2.5. Integrations. GC AI may allow Customer to connect the Services with third-party applications, tools, systems, websites, platforms, services, or other products not provided by GC AI (“Non-GC AI Applications”), including through APIs, webhooks, extensions, or other connection methods (collectively, “Integrations”). Customer is solely responsible for all Non-GC AI Applications, including their configuration, operation, security, availability, accuracy, legality, maintenance, and compliance with applicable laws and applicable third-party terms. Customer has all rights, licenses, consents, permissions, and authority necessary to: (a) connect each Non-GC AI Application to the Services; (b) send Customer Data and other information to and from the Services through such Integration; and (c) permit GC AI to access, receive, transmit, process, and store such Customer Data and information as necessary to provide the Services. Customer is responsible for all activity occurring through its Integrations, including all API credentials, access tokens, accounts, systems, and Non-GC AI Applications, except to the extent caused by GC AI’s breach of this Agreement. If Customer’s authority to allow GC AI access to the Non-GC AI Applications lapses, Customer will immediately disable such Integrations from within the applicable Account. GC AI disclaims all liability for Non-GC AI Applications and for any unauthorized access, use, disclosure, alteration, loss, or destruction of Customer Data caused by or resulting from Non-GC AI Applications. GC AI does not guarantee that any Integration will remain available, uninterrupted, error-free, secure, or interoperable with the Services.

2.6. Support Services and Service Levels. GC AI agrees to the support and service level commitments located at https://www.gc.ai/SLA (“SLA”). GC AI may modify the SLA but agrees not to materially decrease the level of support or service level commitments stated in the SLA.

3. User Obligations

3.1. Responsibility for Customer Data. Customer is fully responsible for having the necessary licenses to provide Customer Data submitted, uploaded or ingested by Customer or its users to GC AI (and its subcontractors and service providers) and, to the extent Non-GC AI Applications are utilized, to such third parties. Customer is responsible for the accuracy, completeness, and lawfulness of Customer Data, including compliance with applicable data privacy laws. Customer is responsible for its use of Customer Data and for ensuring such use does not violate applicable law or this Agreement.

3.2. AI Regulatory Compliance.

3.2.1. Intended Use. The Platform is designed as a general-purpose legal assistance tool to support legal research and other tasks for the benefit of qualified legal professionals and authorized business users who work with, support, or operate under workflows involving qualified legal professionals. GC AI does not intend or certify the Platform for use cases classified as “high-risk AI systems” under Annex III of Regulation (EU) 2024/1689 (the “EU AI Act”).

3.2.2. GC AI Responsibilities. To the extent the EU AI Act or similar AI-specific laws apply, GC AI, as provider, is responsible for: (i) designing the Platform with appropriate technical safeguards; (ii) maintaining required technical documentation and quality management systems; and (iii) making available to  Customer information within GC AI’s reasonable control through the Documentation to assist Customer in fulfilling Customer’s compliance obligations as a deployer.

3.2.3. Customer Responsibilities. Customer, as deployer, is responsible for: (i) using the Platform consistent with GC AI’s intended use and the Documentation; (ii) implementing appropriate human oversight  of the Platform Outputs as required by Customer’s professional, regulatory, and ethical obligations, including appropriate legal review, supervision, or consultation for business users who are not licensed legal professionals when Platform Outputs are used for legal, regulatory, compliance, contractual, employment, dispute-related, or other legal-sensitive matters; (iii) conducting any required impact assessments for its deployment context; (iv) informing end users they are interacting with an AI system when required by law; and (v) refraining from using the Platform for purposes that would render it a high-risk AI system or prohibited AI practice under applicable law.

3.2.4. Prohibited Uses. Without limiting Section 3.3, Customer shall not use the Platform for any purpose classified as a “prohibited AI practice” under Article 5 of the EU AI Act.

3.3. Services Restrictions. Customer will not access or use the Services to:

3.3.1. Violate any third-party’s rights or applicable law;

3.3.2. Compromise, circumvent or interfere with the integrity, security, or performance of the Platform or any data contained therein;

3.3.3. Modify, reverse engineer, or create derivative works of the Platform, except as permitted by law;

3.3.4. Make the Services available to any third party;

3.3.5. Sell, resell, rent, lease or offer any time-sharing arrangement, service bureau, or any service based on the Output or Services;

3.3.6. Compete with GC AI or monitor the availability, functionality, or performance of the Services for any competitive purpose;

3.3.7. Introduce or attempt to introduce any Malware or other harmful software or data into the Services;

3.3.8. Use prompt injection, adversarial inputs, or similar techniques to circumvent the Platform’s safety controls, extract information belonging to other users, or cause the Services to generate content that violates applicable law or this Agreement; or

3.3.9. Provide any personally identifiable health data, payment card industry data, classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.

4. Inputs and Outputs

4.1. License to GC AI. Customer grants to GC AI and its licensors a non-exclusive, worldwide, sublicensable, royalty-free license to use, process, and reproduce Content and Customer Data as necessary to: (1) provide, operate, and maintain the Services; (2) address, diagnose, or prevent technical problems; and (3) comply with applicable law.

4.2. Customer Data Ownership. As between the parties, Customer retains all right, title, and interest (including any and all intellectual property rights) in and to Customer Data. Customer may delete Customer Data at any time from within the Platform. If Customer wishes to have all of its Customer Data erased from the Services, Customer may submit a written request via email to support@gc.ai. GC AI will delete such Customer Data from all systems (including any downstream vendors) within an industry-standard timeframe; provided that GC AI may retain any such information that it is required to retain under applicable law.

4.3. Data Privacy and Security. To the extent personally identifiable information is shared with GC AI, Customer and GC AI each agree and consent to the use, transfer, processing, and storage of such Customer Data in accordance with the DPA. GC AI’s use, retention, and/or disclosure of personal information is for the sole business purpose of performing the Services. GC AI shall maintain the security measures described at https://www.gc.ai/security-addendum (the “Security Measures”). Customer acknowledges that the Security Measures are subject to technical progress and development and that GC AI may update or modify the Security Measures from time to time, provided that such updates and modifications do not materially decrease the overall security provided by GC AI.

4.4. Output. Given the nature of the Services and artificial intelligence, Output may not always be unique or accurate, and other users may receive similar or identical Output from the Platform. Customer’s rights to any Output under this Agreement do not extend to any queries or data of third party users. Output may also incorporate Third-Party Information. Customer acknowledges that GC AI does not manage or control Third-Party Information and assumes no responsibility for its accuracy, completeness, or continued availability.

4.5. GC AI Materials. GC AI and its licensors own all right, title, and interest (including all intellectual property and proprietary rights) in and to GC AI Materials. All rights not expressly granted to Customer under this Agreement are reserved by GC AI and its licensors.  For clarity, nothing in this Agreement will be construed to transfer or assign any ownership rights in the GC AI Materials to Customer.

4.6. De-Identified Data. Subject to GC AI’s confidentiality obligations under this Agreement, GC AI will have the right to use De-Identified Data to enhance the quality and functionality of the Services, including through the identification of general usage patterns, the development of aggregated insights regarding market terms and contract positions, and the establishment of industry benchmarks. GC AI will process De-Identified Data in a manner that prevents attribution of any legal positions, strategies, or analyses to Customer or any other identifiable party. GC AI commits to employing industry-standard measures to ensure that De-Identified Data cannot be used to re-identify Customer, any individual, or any third party (as applicable). For the avoidance of doubt, once Content is de-identified in accordance with Section 1.4 so that it can no longer be associated with Customer, an individual, a company or Customer’s Confidential Information, such De-Identified Data is not Customer Data or Customer’s Confidential Information for purposes of GC AI’s data use rights and obligations under this Agreement.

4.7. Usage Data. GC AI collects tracking and operational data related to Customer’s use of the Platform, including, but not limited to, the number of chats per user, the number of chats per day, and the frequency of use for each chat mode utilized (“Usage Data”). GC AI may analyze, modify, and reproduce Usage Data to provide, improve, and maintain the Services. Usage Data is GC AI’s Confidential Information. GC AI grants Customer a non-exclusive, irrevocable license to view, use, disclose, and create derivative works of Usage Data provided to Customer for Customer’s internal business purposes. GC AI will not disclose Usage Data to third parties except (1) in aggregated and de-identified form or (2) when necessary to provision the Services and provide such Usage Data to Customer under this Agreement.

4.8. Feedback. Subject to GC AI’s confidentiality obligations under this Agreement, Customer may, on an entirely voluntary basis (including through functionality within the Services, such as “thumbs up/thumbs down” features), submit feedback or suggestions (“Feedback”). All Feedback is the property of GC AI, and GC AI may use and modify such Feedback without any restriction or payment.

4.9. No AI Model Training. GC AI will not use Customer Data to train or fine-tune generative artificial intelligence models (including large language models).

5. Confidential Information

5.1. Scope. “Confidential Information” means all non-public information, including data and technology, disclosed by a party or its users (the “Disclosing Party”), whether written, graphic, or oral, to the other party (the “Receiving Party”) that a reasonable person should understand to be confidential due to the circumstances of disclosure or the nature of the information itself. Confidential Information excludes information that: (i) is now in the public domain or subsequently enters the public domain without fault of the Receiving Party; (ii) is presently known by the Receiving Party from its own sources, as evidenced by its prior written records; (iii) is received by the Receiving Party from a third party not under any obligation to keep such information confidential; (iv) is independently developed by the Receiving Party without access or reference to the Disclosing Party’s Confidential Information; or (v) is released from confidential treatment by written consent of the Disclosing Party.

5.2. Obligation and Use of Confidential Information. Except as required or necessary for the performance of the Services or its obligations under this Agreement, the Receiving Party agrees not to disclose or use for any purpose any Confidential Information without the prior written consent of the Disclosing Party. The Receiving Party will take all necessary and reasonable precautions to prevent the disclosure of Confidential Information to any unauthorized third parties.

5.3. Compelled Disclosure. If the Receiving Party is legally required by a court or regulatory body to disclose the Disclosing Party’s Confidential Information, the Receiving Party must, unless prohibited by law: (i) promptly notify the Disclosing Party (if time allows) before disclosing, so the Disclosing Party can seek a protective order or other remedy; and (ii) provide reasonable assistance to the Disclosing Party in obtaining such protective order. If the Receiving Party still must disclose the Confidential Information, it will only share that portion of the Confidential Information that is legally necessary as advised by counsel and use commercially reasonable efforts to obtain assurances that it remains confidential.

5.4. Injunctive Relief. The Receiving Party acknowledges that the use or disclosure of Confidential Information without the Disclosing Party’s express written permission may cause the Disclosing Party irreparable harm. Any material breach or threatened material breach of this Agreement by the Receiving Party will entitle the Disclosing Party to seek injunctive relief, in addition to any other legal remedies available to it.

6. Fees & Payment

6.1. Payment. Unless otherwise agreed in an Order Form, GC AI will invoice Customer for fees due under an Order Form, and Customer will pay such fees in accordance with the payment terms on such Order Form. All invoices will be paid in U.S. dollars. Payments will be made without the right of set-off or chargeback. All payments made by Customer are non-refundable regardless of actual usage, and all commitments under an Order Form are non-cancellable.

6.2. Taxes. Fees do not include any sales, use, value-added, import, export, or excise taxes that may apply to Customer’s purchase (collectively, “Taxes”). GC AI does not charge Customer for its income taxes. Customer is responsible for paying all Taxes associated with its purchase unless Customer provides GC AI with a valid tax exemption certificate. If Customer is required to pay any Taxes, Customer must increase its payment to GC AI so that the net amount GC AI receives after the Taxes is the full amount as stated on the Order Form. If Customer is exempt from paying Taxes, Customer must provide GC AI with the necessary legal documents that prove its exemption. Until GC AI receives and approves these documents, Customer will be charged Taxes on its purchases.

6.3. Future Functionality. Customer’s purchase relies only on the features and functions of the Services that are currently available as a generally available (GA) release. GC AI makes no commitment to deliver any future features or functions, which may not be delivered on time or at all. The development, release, and timing of any features or functions remains in GC AI’s sole discretion.

7. Warranties and Disclaimer

7.1. Warranties. GC AI warrants that: (i) it will provide the Services in a professional and workmanlike manner in accordance with generally accepted industry practice, using personnel with the necessary skills, experience, and training, and in accordance with the terms of the Order Form; and (ii) during the Subscription Term, the Platform, in the form provided by GC AI, will materially perform in accordance with the Documentation. This warranty does not apply to (a) any Private Preview, (b) any use not in accordance with the Documentation or terms of this Agreement, or (c) any bug or defect attributable to software, hardware, or a product not supplied by GC AI.

7.2. Remedies. In the event of a breach of any of the foregoing warranties in Section 7.1, Customer’s sole and exclusive remedy is limited to reperformance or correction of any non-conforming Services. If correction or re-performance is not commercially feasible within thirty (30) days of receipt of notice from Customer, then Customer may terminate the applicable Order Form upon written notice to GC AI, and GC AI will promptly refund to Customer all prepaid, unused fees paid by Customer to GC AI under such terminated Order Form. The foregoing is conditioned upon Customer notifying GC AI within thirty (30) days of becoming aware of the condition giving rise to a claim during the Term.

7.3. Disclaimer. THE SERVICES PROVIDED BY GC AI ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GC AI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF GC AI’S SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN GC AI’S SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GC AI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GC AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT OUTPUT MAY BE INCOMPLETE OR INACCURATE AND THE ACCURACY OF ARTIFICIAL INTELLIGENCE MODELS CAN NEVER BE GUARANTEED AND, THEREFORE, CUSTOMER’S AND ITS USERS’ USE OF OR RELIANCE UPON THE OUTPUT IS AT CUSTOMER’S OWN DISCRETION. CUSTOMER AGREES TO ENSURE THAT ITS USERS REVIEW THE OUTPUT AND THAT CUSTOMER AND ITS USERS ABIDE BY ANY LEGAL, REGULATORY, PROFESSIONAL LICENSING, FIDUCIARY, OR OTHER OBLIGATIONS THAT MAY APPLY TO CUSTOMER OR ITS USERS. IN NO EVENT SHALL GC AI OR ITS LICENSORS HAVE ANY LIABILITY ARISING FROM CUSTOMER’S OR ANY USER’S USE OF OR RELIANCE ON ANY OUTPUT. THE SERVICES ARE NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES WHERE FAILURE COULD LEAD TO PERSONAL INJURY OR SEVERE ENVIRONMENTAL DAMAGE.

8. Limitation of Liability

8.1. Indirect Damages Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Direct Damages. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S TOTAL, AGGREGATE LIABILITY UNDER THE ORDER FORM EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO A CLAIM.

8.3. Enhanced Liability Cap. NOTWITHSTANDING THE FOREGOING, A PARTY’S LIABILITY FOR A BREACH OF ITS CONFIDENTIALITY, SECURITY, OR PRIVACY OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING THE DPA) WILL NOT EXCEED THE GREATER OF THREE TIMES (3X) THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO A CLAIM OR $200,000.

8.4. Allocations of Risk. BY ENTERING INTO THIS AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT GC AI’S PRICING AND THE SERVICES ARE BASED UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY HEREIN. THESE TERMS ARE INTENDED TO FAIRLY ALLOCATE RISK BETWEEN THE PARTIES (INCLUDING THE RISK OF POTENTIAL FAILURE OF CONTRACTUAL REMEDIES AND CONSEQUENTIAL LOSSES). THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY FORM THE ESSENTIAL BASIS OF THE BARGAIN BETWEEN CUSTOMER AND GC AI.

9. Indemnification

9.1. By GC AI. GC AI will, at its expense, defend or settle any claim brought against Customer by an unaffiliated third party that the Services and/or Outputs infringe the intellectual property rights of a third party (“Infringement Claim”) and will indemnify Customer against and pay (i) any settlement of such Infringement Claim consented to by GC AI or (ii) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Infringement Claim. GC AI has no obligation to defend or indemnify to the extent the Infringement Claim is attributable to (a) Customer Data provided, ingested or uploaded by Customer or its users, (b) any Non-GC AI Applications, (c) Customer’s modifications to the Output and subsequent use thereof, (d) Third-Party Information, or (e) use of the Services in violation of this Agreement. GC AI may, at its own expense and discretion, choose to: (i) secure the right for Customer to continue using the affected portion of the Services; (ii) replace or modify the infringing technology to provide similar functionality and avoid infringement; or (iii) if neither option is feasible, terminate Customer’s right to use the affected portion of the Services. If this happens, and Customer requests it in writing, GC AI will terminate all Order Forms and promptly refund any prepaid unused fees Customer has paid to GC AI under such Order Forms. This states the entire liability and obligations of GC AI, and Customer’s exclusive remedy, for any actual or alleged third-party infringement of any intellectual property right related to the Services.

9.2. By Customer. Customer agrees to defend, indemnify, and hold harmless GC AI and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all unaffiliated third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Customer Data provided, ingested or uploaded by Customer or its Users, including any claim that such Customer Data infringes, misappropriates, or otherwise violates any third-party’s rights or applicable law; (b) Customer’s or any User’s use of the Output in a manner that violates applicable law or any third-party’s rights; or (c) Customer’s Non-GC AI Applications.

9.3. Conditions. The obligations of the parties in this Section 9 are conditioned upon the indemnified party (“Indemnitee”) (i) promptly notifying the indemnifying party (“Indemnitor”) in writing of any threatened or pending claim for which indemnification is being sought (“Claim”), provided that failure to provide such notice will only relieve Indemnitor of its obligations under this Section 9 to the extent its ability to defend or settle an applicable Claim is materially prejudiced by such failure, (ii) giving Indemnitor, at Indemnitor’s expense, reasonable assistance and information requested by Indemnitor in connection with the defense and/or settlement of the Claim, and (iii) tendering to Indemnitor sole control over the defense and settlement of the Claim. Indemnitee’s counsel will have the right to participate in the defense of the Claim, at Indemnitee’s own expense. Neither Indemnitee nor Indemnitor will, without the prior written consent of the other, impose any monetary or non-monetary obligation on the other party or make any admission of liability or wrongdoing on behalf of the other party in connection with any pending or threatened Claim, and Indemnitee will not, without the prior written consent of Indemnitor, settle, compromise, or consent to the entry of any judgment with respect to any such Claim, except that GC AI may agree to an obligation for Customer to cease using the Services.

10. Term and Termination

10.1. Term and Termination. This Agreement will commence as of the Effective Date and will continue until all Order Forms executed pursuant to this Agreement have expired, unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement if there are no active Order Forms under this Agreement. Either party may terminate this Agreement if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of written notice by the non-breaching party. In the event that Customer terminates this Agreement for a material breach by GC AI, GC AI will refund a pro-rata amount of any pre-paid fees for the remaining portion of the applicable Subscription Term. 

10.2. Suspension. GC AI may suspend Customer’s access to the Services if Customer or any User: (a) breaches Section 3.3 or otherwise uses the Services in a manner that threatens the security, integrity, availability, or performance of the Platform or any GC AI system and fails to cure such breach within ten (10) days of written notice from GC AI; or (b) fails to pay fees when due and does not cure such non-payment within ten (10) days of written notice from GC AI. GC AI may suspend access sooner if GC AI reasonably determines that immediate suspension is necessary to prevent harm to the Services, GC AI, Customer, any User, or any third party. No refunds are available for suspension under this section.

10.3. Auto-renewal. Services offered as a subscription will automatically renew at the end of the applicable Subscription Term unless Customer cancels by providing written notice to GC AI before the end of the Subscription Term. Any renewal of the Subscription Term will be at the published or then-current pricing for the applicable Services, unless otherwise agreed upon in the Order Form.

10.4. Effect of Termination. Upon expiration of the Subscription Term or termination of this Agreement, Customer will cease use of the Service. Any provisions that by their nature are intended to survive the termination or expiration of this Agreement will survive.

11. Governing Law, Jurisdiction, and Venue. This Agreement is governed by, and interpreted in accordance with, the laws of the State of California, without reference to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the federal, state, and local courts of San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The parties irrevocably waive all claims and defenses either might otherwise have in any action or proceeding in any of the applicable courts set forth above, based on any alleged lack of personal jurisdiction, improper venue, forum non conveniens, or any similar claim or defense.

12. General

12.1. Entire Agreement. This Agreement, together with any Order Form (if applicable), constitutes the entire agreement between Customer and GC AI relating to the subject matter herein and can only be modified in a writing signed by both parties. In the event of any conflict, the order of precedence is as follows: (i) the Order Form (if applicable, but only for the transaction thereunder); (ii) the DPA; and (iii) this Agreement. Any purchase order issued by Customer is for its internal, administrative use only and cannot modify this Agreement (or an Order Form); any contractual terms in such purchase order are void.

12.2. Assignment.  Neither party may assign its rights under this Agreement or an Order Form without the prior written consent of the other party, which may not be unreasonably withheld. Notwithstanding the foregoing, either party may assign or otherwise transfer this Agreement to a successor in connection with the sale of all or substantially all of its business or assets to which this Agreement relates. Subject to this section, this Agreement will inure to the benefit of and will be binding upon the parties and their respective heirs, successors, and permitted assigns.

12.3. Export Compliance. The Platform is controlled and operated from the United States and is subject to its export laws and regulations. Customer represents that it is not located in, and will not export, re-export, access, use, or permit any person to export, re-export, access, or use, the Platform in any U.S. embargoed country or region, or contrary to any U.S. export laws or regulations. Customer acknowledges that remote access may in certain circumstances be considered a re-export.

12.4. Force Majeure. Except as otherwise provided herein, neither party will be liable or deemed in default for failure to perform any duty or obligation hereunder where such failure has been caused by any act outside of the reasonable control of that party and occurring without its fault or negligence, including, but not limited to: an act of God, fire, strike, third-party hardware or software failure, third-party misuse of websites, communication failure, theft, denial of service attacks, unauthorized destruction of or access to records and services, cyber-attacks, cyber terrorism, inevitable accidents, or war. The party whose performance has been so interrupted will give the other party notice of the interruption and its cause and will use every reasonable means to resume full performance as soon as possible. If such event prevents a party from performing its material obligations for thirty (30) or more consecutive days, either party may terminate this Agreement upon written notice. Upon such termination, if GC AI’s ability to provide the Services was affected, GC AI will refund to Customer a pro-rata portion of any prepaid fees for the remaining unused Subscription Term; if Customer’s ability to use the Services was affected, no refund will be due.

12.5. Logo Use. GC AI may identify Customer as a user of the Services, including by using Customer’s name and logo, on its website and in marketing and other promotional materials and presentations.

12.6. Notices. All notices must be in writing (in English) and sent to the email address registered to Customer’s Account or, if to GC AI, to legal@gc.ai. Either party may update its email address for notices under this Agreement by providing notice to the other party in accordance with this section.

12.7. Severability. If any provision of this Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to effect the parties’ intention, and the remaining provisions will remain in full force and effect.

12.8. Waiver. A party’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement is effective only if in writing and signed by each party.