GC AI Services Agreement

Welcome to GC AI. This Services Agreement (“Terms”) governs your access to and/or use of the Services (as defined below) (“Customer” or “you”) and is part of an agreement between you and General Counsel AI, Inc. (“GC AI”). These terms are applicable to our self-service Services and not to customers executing an Order Form.

By registering for, accessing, or purchasing the Services, you signify you have read, understood, and agree to be bound by these Terms. Together with any additional terms stated in the Services, the Terms provide all the terms and conditions for access to and use of the Services between you and GC AI (collectively, the “Agreement”). If you access or use the Service on behalf of an entity (a “Company”), you represent and warrant that you have the authority to bind the Company to the terms of the Agreement, and the word “you” refers to Company throughout.

If you do not agree with any terms of this Agreement, you should not access or use the Services. The Services do not constitute legal advice, the practice of law, or the creation of an attorney-client relationship between GC AI and you or any of your users. Outputs (as defined below) are generated by artificial intelligence. The Service and the Outputs are not a substitute for the professional judgment of a licensed attorney. You are responsible for determining when Output requires review by qualified legal counsel before use.

THESE TERMS HAVE A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER PROVISION. THEY AFFECT YOUR LEGAL RIGHTS.

1. Definitions

1.1 “Content” means Input and Output collectively.

1.2 “DPA” means GC AI’s data processing addendum at www.gc.ai/dpa.

1.3 “De-Identified Data” means Content that GC AI used commercially reasonable efforts to de-identify, and aggregate, using standard industry practices such as masking to avoid identifying or associating you or a specific individual, company, and/or Confidential Information.

1.4 “Input” means data, information, or materials provided by you 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 you in the course of using the Services.

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

1.6 “Privacy Policy” means GC AI’s privacy policy at www.gc.ai/privacy.

1.7 “Platform” means GCAI’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.

1.8 “Services” means GCAI’s provision of the Platform and, to the extent applicable, any Additional Services.

1.9 “Subscription Term” means the period of time you have subscribed to the Services (e.g., monthly or annually).

1.10 “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.

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

1.12 “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.

1.13 “User” means an individual authorized by you to access and use the Services under your Account, including attorneys, legal professionals, and other employees, contractors, or business users.

1.14 “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.

2. Use of the Service

2.1 Registration. You must register and create a GC AI account (an “Account”). If your Account is part of a Company’s organizational account in GC AI (an “Organization”), the administrator(s) of the Organization is responsible for ensuring your individual users comply with this Agreement. The administrator(s) of the Organization may have access to all Customer Data of any user that is part of the Organization. You are responsible for the acts and omissions of any person who accesses the Account using credentials created by you. You are solely responsible for determining which Users are authorized to access the Services. You will promptly notify GC AI upon becoming aware of any unauthorized use of its Account.

2.2 License and Access. Subject to this Agreement, including payment, GC AI grants you 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 business purposes in accordance with the Documentation. Further, GC AI grants you 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 or as made available through the Platform.

2.3.2 Private Previews. GC AI may provide you 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”). You must comply with any additional and/or modified terms posted or provided to you 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 Private Preview may be inoperable, incomplete or include functionality never released by GC AI. You should not rely on any products, services or features in Private Preview in any manner and your use is at your 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, you acknowledge and agrees that the products, services and/or features may contain errors, may not operate as intended and your 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 you. Any of GC AI’s obligations not specifically disclaimed in this Section 2.3 will apply to any Trial or Private Preview.

2.4 Usage Limits. GC AI may set and enforce limits on Customer's use of the Services, including limits on messages, queries, API requests, tokens, seats, or other usage metrics (“Usage Limits”). Customer will not attempt to exceed or circumvent any Usage Limits. If Customer exceeds its Usage Limits, GC AI may require Customer to purchase additional capacity at GC AI's then-current rates. Usage that GC AI reasonably determines to be excessive, automated, or abusive may be restricted or suspended immediately upon notice to Customer.

2.5 Integrations. GC AI may allow you 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”). You are 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. You represent that you have 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. You are responsible for all activity occurring through your 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 your authority to allow GC AI access to the Non-GC AI Applications lapses, you will immediately disable such Integrations from within your 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.

3. User Obligations

3.1 Responsibility for Customer Data. You are fully responsible for having the necessary licenses to provide Customer Data submitted, uploaded or ingested by you or your users to GC AI (and its subcontractors and service providers) and, to the extent Non-GC AI Applications are utilized, to such third parties. You are responsible for the accuracy, completeness and lawfulness of Customer Data, including compliance with applicable data privacy laws. You are responsible for your 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. 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 you information within GC AI's reasonable control through the Documentation to assist you in fulfilling your compliance obligations as a deployer.

3.2.3 Your Responsibilities. You, as deployer, are 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, including appropriate legal review 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 your 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, you 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. You agree you 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. You grant 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, you retain all right, title, and interest (including any and all intellectual property rights) in and to Customer Data. You may delete Customer Data at any time from within the Platform. If you wish to have all of your Customer Data erased from the Services, you 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, you and GC AI each agree and consent to the use, transfer, processing, and storage of such Customer Data in accordance with the DPA and Privacy Policy. 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”). You acknowledge 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 Services. Your rights to any Output under this Agreement do not extend to any queries or data of third party users. Customer Data belonging to you is strictly segregated and will not be accessible by other users outside of your Organization. Output may also incorporate Third-Party Information. You acknowledge 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 commits to employing industry-standard measures to ensure that De-Identified Data cannot be used to re-identify you, an individual or any third party (as applicable). For the avoidance of doubt, once Content is de-identified in accordance with Section 1.3 so that it can no longer be associated with you or your Organization, an individual, a company or your Confidential Information, such De-Identified Data is not Customer Data or your 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 your 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 you a non-exclusive, irrevocable license to view, use, disclose, and create derivative works of Usage Data provided to you for your 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 you under this Agreement.

4.8 Feedback. Subject to GC AI’s confidentiality obligations under this Agreement, you 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 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 you through our payment processor (today, Stripe), and you shall pay such fees upon receipt of an applicable invoice from the payment processor. 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 are non-cancellable. GC AI reserves the right to increase fees at renewal of the applicable Subscription Term.

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

6.3 Future Functionality. Your 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.

6.4 Usage Limits and Credit Plans. GC AI may set and enforce limits on your use of the Services. Your use of the Services, including any usage-based access under a Credit Plan, is governed by the Usage Limits and Self-Serve Pricing Terms set forth in Exhibit A, which are incorporated into this Agreement.

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 these Terms; 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, your 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 a receipt of notice from you, then you may terminate upon written notice to GC AI, and GC AI will promptly refund to you all prepaid, unused fees paid by Customer to GC AI relating to the terminated Subscription Term. The foregoing is conditioned upon you notifying GC AI within thirty (30) days of becoming aware of the condition giving rise to a claim during the Subscription 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. YOU ACKNOWLEDGE AND AGREE THAT OUTPUT MAY BE INCOMPLETE OR INACCURATE AND THE ACCURACY OF ARTIFICIAL INTELLIGENCE MODELS CAN NEVER BE GUARANTEED AND, THEREFORE, YOUR AND YOUR USERS' USE OF OR RELIANCE UPON THE OUTPUT IS AT YOUR OWN DISCRETION. YOU AGREE TO ENSURE THAT YOUR USERS REVIEW THE OUTPUT AND THAT YOU AND YOUR USERS ABIDE BY ANY LEGAL, REGULATORY, PROFESSIONAL LICENSING, FIDUCIARY, OR OTHER OBLIGATIONS THAT MAY APPLY TO YOU OR YOUR USERS. IN NO EVENT SHALL GC AI OR ITS LICENSORS HAVE ANY LIABILITY ARISING FROM YOUR 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 EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE AFFECTED SERVICES DURING THE APPLICABLE SUBSCRIPTION TERM FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

8.3 Allocations of Risk. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE 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 YOU AND GC AI.

9. Indemnification

9.1 By GC AI. GC AI will, at its expense, defend or settle any claim brought against you by an unaffiliated third party that the Services infringe the intellectual property rights of a third party (“Infringement Claim”) and will indemnify you 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, uploaded, or ingested by you or your users, (b) any Non-GC AI Applications, (c) your 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 you 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 your right to use the affected portion of the Services. If this happens, and you request it in writing, GC AI will terminate your access to the Services and promptly refund any prepaid unused fees you have paid to GC AI for the applicable Subscription Terms. This states the entire liability and obligations of GC AI, and your exclusive remedy, for any actual or alleged infringement of any intellectual property right related to the Services.

9.2 By You. You agree 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, uploaded, or ingested by you or your users, including any claim that such Customer Data infringes, misappropriates, or otherwise violates any third-party’s rights or applicable law; (b) your or any user's use of the Output in a manner that violates applicable law or any third-party’s rights; or (c) your 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 you to cease using the Services.

10. Term and Termination

10.1 Term and Termination. This Agreement remains in effect until either you or GC AI terminates it. You may terminate your Account without a refund at any time upon written notice to us at legal@gc.ai. Such termination takes effect at the end of the Subscription Term. 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.

10.2 Suspension. GC AI may suspend your access to the Services if you or any of your users: (a) breach Section 3.3 or otherwise use the Services in a manner that threatens the security, integrity, availability, or performance of the Platform or any GC AI system and fail to cure such breach within ten (10) days of written notice

from GC AI; or (b) fail to pay fees when due and do 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, you, 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 each Subscription Term unless you cancel by providing us with written notice before the end of the Subscription Term. Renewal will be at the then-current published pricing for the Services.

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

11. Governing Law, Jurisdiction, and Dispute Resolution

11.1 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.

11.2 Dispute Resolution and Arbitration. For any dispute with GC AI, you agree to first contact us at privacy@gc.ai and attempt to resolve the dispute with us informally. In the unlikely event that GC AI has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof, through any other equitable or legal means available to such party by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Francisco, California, unless you and GC AI agree otherwise. If you use the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees by JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for experts and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent a party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of a party’s data security, intellectual property, or other proprietary rights.

11.3 Jury Trial and Class Action Waivers. YOU AND GC AI AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND GC AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

11.4 Limitation. YOU AND GC AI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

12. General

12.1 Entire Agreement. This Agreement constitutes the entire agreement between you and GC AI relating to the subject matter herein and can only be modified in writing, signed by both parties. In the event of any conflict, the order of precedence is as follows: (i) DPA and (ii) this Agreement. Any purchase order issued by you is for your internal, administrative use only, and cannot modify this Agreement; any contractual terms in such purchase order are void. GC AI may modify this Agreement and the DPA at any time. Your continued use of the Service after the effective date of any modification to the Agreement or DPA constitutes your acceptance of such modifications. The current date the terms were posted will be displayed on the website. If you disagree with a material modification, you may terminate this Agreement by providing written notice to legal@gc.ai before the effective date of the change, with such termination effective at the end of the current Subscription Term per Section 10.1. If you terminate due to a material change, the terms in effect prior to the change will continue to govern until the end of the current Subscription Term. Changes to dispute resolution or arbitration provisions will not apply to disputes arising before the effective date of the change. Your continued use of the Service after the effective date of any modification to the Agreement or DPA constitutes your acceptance of such modifications.

12.2 Assignment. Neither party may assign its rights under this Agreement without the prior written consent of the other party, which may not be unreasonably withheld. Notwithstanding the foregoing, GC AI 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. You represent that, you are 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. You acknowledge 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 you a pro-rata portion of any prepaid fees for the remaining unused Subscription Term; if your ability to use the Services was affected, no refund will be due.

12.5 Logo Use. GC AI may identify you or your Company as a user of the Services, including by using your 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 your 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.

EXHIBIT A, Usage Limits and Pricing Terms for Credit-based Products

These Usage Limits and Self-Serve Pricing Terms (the “Usage Terms”) are part of the Agreement and apply to self-serve use of portions of the Platform billed by the Credit. Capitalized terms not defined here have the meanings given in the Agreement.

1. Credit Plans

If you purchase a self-serve Credit Plan, the following apply:

1.1 Credits. “Credits” means prepaid units of access to the Services. Your use of the Services draws down against your purchased Credits at the rates and in the units published on the Platform at the time of purchase.

1.2 Term match. You may only purchase a Credit Plan whose term matches the Subscription Term of your seats. If your seats are billed monthly, you may only purchase a monthly Credit Plan; if your seats are billed annually, you may only purchase an annual Credit Plan. GC AI may prevent the purchase of any Credit Plan that does not match your then-current Subscription Term.

1.3 Credit Consumption. When you have consumed all of your Credits, your access to Credit-consuming features of the Services will stop until you purchase additional Credits or your Credit Plan renews. There is no grace capacity, no overconsumption of Credits, and no post-paid or arrears billing. GC AI will not bill you for, and you will not be permitted to incur, usage beyond your purchased Credits. You may purchase additional Credits during your Subscription Term at GC AI's then-current published rates. Additional Credits are added to your current balance and expire at the end of the then-current Subscription Term with all other unused Credits.

1.4 Expiration. Unused Credits expire at the end of each Subscription Term and do not carry forward to any renewal or subsequent term. Expired Credits have no cash value and are non-refundable.

1.5 Renewal. Unless you cancel before the end of the Subscription Term as described in Section 10 of the Agreement, your Credit Plan will renew together with your seats at GC AI's then-current published pricing.

2. Usage Alerts and Reporting

GC AI will make usage information available to you through the Platform, including consumption against Credits and Usage Limits, and may send notifications (including in-application) as you approach those limits. Notifications and reports are provided as a convenience. Failure to receive or review a notification or report does not entitle you to additional Credits, restore access after a cutoff, or relieve you of any payment obligations.