GC AI Service Agreement

Welcome to GC AI. This Services Agreement (“Terms”) governs your access to and/or use of the GC AI application(s) (“Service”) and is part of an agreement between you and General Counsel AI, Inc. (“GC AI,” “we” or “us”).

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 Service 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 Service. The Service does not constitute legal advice, and Outputs (as defined below) are generated by artificial intelligence. The Service and the Outputs are not a substitute for legal advice.

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 GC AI’s data processing addendum at www.getgc.ai/dpa. 1.4 “De-Identified Data” means Content that GC AI has de-identified, and may also have aggregated, using standard industry practices such as masking to avoid identifying or associating you or a specific individual, company, and/or Confidential Information.

1.5 “Inputs” means queries, data, attachments, or other information provided by you through the Service’s interfaces.

1.6 “Output” means data, content, prompts, and other information that the Service provides in response to Inputs that you provide to the Service.

1.7 “Privacy Policy” means GC AI’s privacy policy at www.getgc.ai/privacy. 1.8 “Subscription Term” means the period specified in an Order Form.

1.9 “User Data” means your data, including queries drafted by You and any other data received through the Service. If you are a Company, this means all the Company’s users' data individually and collectively.

2 Use of the Service

2.1 Registration. You must register and create a GC AI account (an “Account”). You accept responsibility for all activities that occur under your Account except those resulting from GC AI’s gross negligence or willful misconduct. You agree to notify GC AI upon becoming aware of any unauthorized use of your 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 User Data of any user that is part of the Organization.

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 Service for business purposes, and use, display, distribute, publish, reproduce, and produce derivative works of the Output to further such business purposes.

2.3 Free Trials and Private Previews.

2.3.1 Free Trials. GC AI may provide free trials to the Service (“Trial”) from time-to-time as agreed by GC AI in writing.

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 and/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 will have access to all information submitted, transferred or inputted to GC AI as it relates to such Private Preview, and GC AI may use such information as it relates to improving the user experience related to such Private Preview.

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 agree 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 shall 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 under 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 Client.

2.4 Additional Services. GC AI may also offer training, professional or integration services (collectively, “Professional Services”). We control how we provide Professional Services. We may use subcontractors to perform Professional Services and remain responsible for their work. If either you or GC AI request a change to an Order Form for Professional Services, those changes take effect only after executing a mutually agreed amendment. GC AI disclaims liability for any delay, postponement or failure to respond to a change request.

2.5 Integrations. GC AI may allow you to connect the Service, including through APIs, (“Integrations”) with other tools and systems (“Non-GC AI Applications”). Your use of Non-GC AI Applications is governed exclusively by the terms of the applicable third-party agreement with such Non-GC AI Application. By enabling Integrations, you warrant that you have the legal right to connect the Non-GC AI Applications with GC AI and permit GC AI the right to process any User Data sent to GC AI from the Non-GC AI Applications. GC AI is granted permission to access and interact with Non-GC AI Applications solely for the purpose of facilitating the authorized Integrations. 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 any liability for unauthorized use, disclosure alteration or destruction of User Data resulting from processing by Non-GC AI Applications. GC AI does not guarantee the availability of such Integrations and their interoperability with Non-GC AI Applications.

3. User Obligations

3.1 Responsibility for Content. You are fully responsible for having the necessary licenses to provide the User Data to GC AI (and its subcontractors and service providers) and, to the extent Non-GC AI Applications are utilized, such third parties. You are responsible for the accuracy, completeness and lawfulness, including compliance with applicable data privacy laws, of the User Data. You are responsible for Content and the use of such Content, including that you do not violate applicable law or this Agreement.

3.2 Service Restrictions. You agree you will not access or use the Service to:

3.2.1 Violate a third party’s rights or in violation of applicable law;

3.2.2 Compromise, circumvent or interfere with the integrity, security or performance of the Service or any data contained therein;

3.2.3 Modify, reverse engineer, or create derivative works from the Services, except as permitted by law;

3.2.4 Make available the Service to third parties;

3.2.5 Sell, resell, rent, lease, offer any time-sharing arrangement, service bureau or any service based upon the Service;

3.2.6 Compete with GC AI or monitor its availability, functionality or performance, or for any other competitive purpose;

3.2.7 Introduce or attempt to introduce harmful software or data into the Service;

3.2.8 Manipulate the Output to generate prohibited content or to breach confidentiality; or

3.2.9 Provide any personally identifiable health data, payment card industry data, or 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 GC AI a non-exclusive, worldwide, sublicensable, royalty-free license to use Inputs and User Data to provide the Service, address or prevent technical problems, or otherwise as may be required by law.

4.2 User Data Ownership. As between the parties, you retain all right, title, and interest (including any and all intellectual property rights) in and to User Data. You grant GC AI and its licensors a non-exclusive, worldwide, sublicensable, royalty-free right to process the User Data to provide the Service to you. You may remove your User Data from within the Service or by written request to GC AI at any time.

4.3 Data Privacy and Security. GC AI highly encourages you to remove all personally identifiable information from any Inputs and User Data prior to sharing User Data with GC AI. 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 User Data in accordance with the DPA and Privacy Policy. GC AI is based in the United States. GC AI is a “Service Provider” under the California Consumer Privacy Act (CCPA) and similar laws. Our use, retention, and/or disclosure of personal information is for the sole business purpose of performing the Service or Additional Services. We use commercially reasonable and industry-standard security, technical, and organizational practices and safeguards as outlined in the DPA. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures, and you provide User Data to us at your own risk. If User Data is disclosed to or accessed by an unauthorized party, GC AI will notify you as outlined in the DPA.

4.4 Output. In light of the nature of the Service and artificial intelligence generally, Output may not always be unique or accurate, and other users may receive similar or identical Output from the Service. Your rights to Output(s) under this Agreement do not extend to other users' Output or third-party information, content, or data (“Third-Party Information”). The Outputs may incorporate Third-Party Information. You acknowledge that GC AI does not manage or control Third-Party Information, for which GC AI assumes no responsibility. To the extent you access any Third-Party Information, your access and use are solely at your own risk.

4.5 GC AI Materials. GC AI and its licensors own all right, title, and interest (including any and all intellectual property and proprietary rights) in and to all elements of the Service and the Additional Services.

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 Service. GC AI commits to employing industry-standard measures to ensure that De-Identified Data cannot be used to re-identify you, an individual or the Company (as applicable). For the avoidance of doubt, De-Identified Data is not User Data or your Confidential Information.

4.7 Usage Data. GC AI collects tracking and operational data related to your use of the Service, including but not limited to, the number of prompts per user, the number of prompts per day, and the frequency of use for each chat mode utilized (“Usage Data”) and may analyze, modify, and reproduce Usage Data to provide, improve, and maintain the Service. Usage Data is GC AI’s Confidential Information. GC AI grants you a non-exclusive, revocable license to view, use, disclose and create derivative works of your Usage Data for your internal business purposes. GC AI shall not disclose Usage Data to third parties except (1) in aggregated and de-identified form or (2) when necessary to provision the Service and fulfill GC AI’s obligations 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 Service), submit feedback or suggestions, and we may use and modify such feedback or suggestions without any restriction or payment. By using any feedback functionality within the Service, you grant GC AI permission to access the applicable Input and associated Output.

4.9 No AI Model Training. GC AI does not use User Data for the training of artificial intelligence models and may not disclose or use your User Data for any other commercial purpose unrelated to uses identified herein absent your written consent.

5. Confidential Information

5.1 Obligation. In connection with the Service, each party (as “Recipient”) may receive or learn information from the other party (as “Discloser”) not generally known to the public or reasonably should be known by Recipient to be confidential or proprietary due to the nature of the information disclosed or the circumstances surrounding the disclosure (“Confidential Information”). Your Confidential Information may include, without limitation, User Data and other information you disclose to GC AI about your business. GC AI’s Confidential Information includes any policies, security information, reports, and analyses we produce or generate in connection with the Service. Each party, as Recipient, agrees to hold all in strict confidence any Confidential Information of Discloser. Except as otherwise required by law or approved in writing by Discloser, Recipient may not disclose any Confidential Information: (i) to any person or entity other than employees, affiliates and licensors to the extent required to be able to access or provide the Service (or Additional Services); (ii) to a third party without the Discloser’s prior written authorization (except in connection with (a) the enforcement of a party’s rights under this Agreement or (b) a potential merger, acquisition or sales of all or substantially all of a party’s assets).

5.2 Compelled Disclosure. GC AI may access, preserve, and disclose your Confidential Information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to comply with the law or investigate claims of third parties, or protect the rights, property or personal safety of GC AI, our users, or the public.

6. Fees & Payment

6.1 Payment. GC AI will invoice you for fees due under an Order Form, and you shall pay such fees upon receipt of an applicable invoice. All invoices will be paid in U.S. dollars. Payments will be made without the right of set-off or chargeback. Where you do not pay an invoice within five (5) days’ notice (email sufficient) from GC AI that a payment is overdue, GC AI may suspend your access to the Service until payment is received. All payments made by Customer are non-refundable regardless of actual usage, and all commitments under an Order Form 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”). We do not charge you for our income taxes. You are responsible for paying all Taxes associated with your purchase unless you provide us with a valid tax exemption certificate. If you are required to pay any Taxes, you must increase your payment to us so that the net amount we receive after the Taxes is the full amount as stated on the Order Form. If you are exempt from paying Taxes, you must give us the necessary legal documents that prove your exemption. Until we receive and approve 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 which are currently available as a GA release. GC AI makes no commitment to deliver future features or functions and such future features and functions 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. GC AI is not required to maintain any specific features of the Service but will use commercially reasonable efforts to notify you in advance if updates will materially alter the Service.

7. Warranty Disclaimer

THE SERVICE AND ADDITIONAL SERVICES (COLLECTIVELY, THE “SERVICES”) PROVIDED BY GC AI ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN OUR SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREE THAT OUTPUTS MAY BE INCOMPLETE OR INACCURATE AND YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU AGREE TO CHECK AND REVIEW OUTPUT AND TO ABIDE BY THE LEGAL, REGULATORY, OR PROFESSIONAL LICENSING OR OTHER FIDUCIARY RULES OR OBLIGATIONS THAT MAY APPLY TO YOU. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES. 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 A PARTY’S PERFORMANCE WITH OR FAILURE TO PERFORM 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 A GROSS NEGLIGENCE OR 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 YOU FOR THE SERVICE (AND ANY ADDITIONAL SERVICES) 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 PRODUCTS AND SERVICES ARE IN RELIANCE 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 Service infringes 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 (i) your User Data, (ii) any Non-GC AI Applications, (iii) your modifications to the Outputs and subsequent use thereof, or (iv) use of the Service in violation of this Agreement.

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 third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your violation of any term of this Agreement; (b) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (c) your violation of any law, rule or regulation of the United States or any other country; or (d) your User Data or any other data that are submitted via your Account.

9.3 Conditions. The obligations of the parties in this Section 9 are conditioned upon the indemnified party (“Indemnitee”) (i) notifying the indemnifying party (“Indemnitor”) promptly 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 to provide notice, (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. Indemnitee will not, without the prior written consent of Indemnitor, make any admission or prejudicial statement, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened Claim other than GC AI may agree to the obligation for you to cease using the Service.

10 Term and Termination

10.1 Term. 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@getgc.ai. Such termination takes effect at the end of the Subscription Term.

10.2 Termination.

10.2.1 We may terminate your access to Services at the end of the Subscription Term, which terminates this Agreement, by providing notice to you at least 21 days before the end of the paid period.

10.2.2 GC AI may immediately terminate this Agreement and/or your access to the Service, without notice, if we believe: (a) your actions have caused or are likely to cause liability or other material negative effects for GC AI or others or (b) you’ve failed to pay fees when due and not cured such non-payment within ten (10) days of notice of the non-payment. No refunds are available for suspension or termination under this section.

10.2.3 You may terminate if we materially breach this Agreement and, upon written notice to us, do not cure such breach within thirty (30) days.

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 pricing for the Service.

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

11. Governing Law and Dispute Resolution.

11.1 Governing Law. By using the Service, you agree that (a) the Service is considered based in California, (b) the Service does not give rise to personal jurisdiction over us in jurisdictions other than California, (c) the laws of the State of California will apply to this Agreement without respect to its conflict of laws principles, (d) the United Nations Convention on Contracts for the International Sale of Goods will not apply, (e) you consent to the personal jurisdiction of the federal and state courts located in San Francisco, California, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our intellectual property or proprietary rights, and (f) San Francisco, California, will be the proper forum for any appeals or court proceedings if the arbitration is not enforceable.

11.2 Dispute Resolution. For any dispute with GC AI, you agree to first contact us at privacy@getgc.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.

11.3 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, as well as any Order Form (if applicable), 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 conflicts, the order of precedence is as follows: (i) DPA, (ii) the Order Form, (if applicable but only for the transaction thereunder) and (iii) this Agreement. Purchase orders you issue are for your 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. Except in the case of a merger or acquisition involving substantially all of a party’s assets, this Agreement may not be transferred or assigned without the consent of the other party.

12.3 Export Compliance. The Service is controlled and operated from the United States. The Service is subject to the export laws and regulations of the United States. You represent that, you are not located in, and will not export, re-export, access or use, or permit any person to export, re-export, access or use, the Service in any U.S embargoed country or region, or export, re-export, access or use the Service 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 for payment by you, neither party will be liable for, or be considered to be in breach of, or in default, under this Agreement, as a result of any cause or condition beyond such party’s reasonable control.

12.5 Logo Use. GC AI may identify you or your Company, including the use of Company’s name and logo, as a user of the Service 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, legal@getgc.ai. Either party may update its email address for notices under this Agreement by providing the other party notice 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 give effect to the parties’ intention and the remaining provisions will remain in full force and effect.

12.8 Waiver. The failure of a party 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 will be effective only if in writing and signed by each party.