GC AI Service Agreement

Welcome to GC AI. This Services Agreement (“Terms”) governs the entity identified in an Order Form (“Customer”) 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,” “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 Services between Customer and GC AI (collectively, the “Agreement”).

The Services 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 the version of GC AI’s data processing addendum at www.gc.ai/dpa that is in effect as of the effective date of an applicable Order Form.

1.4 “De-Identified Data” means Content that GC AI has de-identified and aggregated using standard industry practices such as masking to avoid identifying or associating Customer or a specific individual, company, and/or Confidential Information.

1.5 “Input” means data, information, or materials provided by Customer to the Service, including but not limited to queries, documents, files, and other materials submitted or uploaded by Customer or its users.

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

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 any Additional Services purchased under an Order Form.

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

1.10 “Third-Party Information” means any content, data, or information not originating from Customer’s users, but from external, public, or internet-based sources.

1.11 “User Data” means materials owned or controlled by Customer, including any data received, uploaded or inputted from Customer through the Platform. User Data does not include GC AI Materials.

2. Use of the Service

2.1 Registration. Each of Customer’s users must register and create a GC AI account (an “Account”). Customer is responsible for the acts and omissions of any person who accesses the Account using the username and password created by Customer. Customer 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 Customer 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. 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 GC AI Materials in a manner that would compete with or harm GC AI.

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.

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 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 to improve 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, 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 other tools and systems (“Non-GC AI Applications”) via integrations, including through APIs (collectively, the “Integrations”). Customer’s 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, Customer warrants that it has the legal right to connect the Non-GC AI Applications with GC AI and to permit GC AI the right to process any User Data and Content 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 to facilitate the authorized Integrations. If Customer’s authority to allow GC AI access to the Non-GC AI Applications lapses, Customer will immediately disable such Integrations from within its Account. GC AI disclaims any liability for unauthorized use, disclosure, alteration, or destruction of User Data or Content resulting from processing by Non-GC AI Applications. GC AI does not guarantee the availability of such Integrations or their interoperability with the Services.

2.6 Support Services and Service Levels. GC AI agrees to the support and service level commitments found in Exhibit A to this Agreement (“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 Content. Customer is 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, to such third parties. Customer is responsible for the accuracy, completeness, and lawfulness of the Content, including compliance with applicable data privacy laws. Customer is responsible for its use of Content and for ensuring such use does not violate applicable law or this Agreement.

3.2 Acceptable Use. Customer acknowledges that the Platform is not intended or certified for any use cases classified as “high-risk” under Regulation (EU) 2024/1689 (the “EU AI Act”). Customer agrees that it is the “deployer” of the AI system under the EU AI Act and is solely responsible for ensuring that its use of the Platform complies with 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 Service;

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 Service;

3.3.8 Manipulate the Output to generate prohibited content or breach confidentiality; 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 GC AI and its licensors a non-exclusive, worldwide, sublicensable, royalty-free license to use Content and User Data to provide the Services, to address or prevent technical problems, or as otherwise may be required by law.

4.2 User Data Ownership. As between the parties, Customer retains all right, title, and interest (including any and all intellectual property rights) in and to the User Data and Content (excluding GC AI Materials). Customer may delete Content at any time from within the Platform. If Customer wishes to have all of its Content erased from the Services, Customer may submit a written request via email to security@getgc.ai. GC AI will delete such Content 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. GC AI highly encourages Customer to remove all personally identifiable information from any User Data before sharing it with GC AI. 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 User Data in accordance with the DPA. GC AI is a “Service Provider” under the California Consumer Privacy Act (CCPA) and similar laws. GC AI’s use, retention, and/or disclosure of personal information is for the sole business purpose of performing the Services. GC AI uses commercially reasonable and industry-standard security, technical, and organizational practices and safeguards as outlined in the DPA. GC AI will abide by Section 3 of the DPA as it relates to security measures and Security Incidents. As of the date of this Agreement, the Services contain no time bombs, Trojan horses, root kits, worms, spyware, ransomware, viruses, or other malicious code (“Malware”) known to GC AI. GC AI will, during the Subscription Term, exercise reasonable care to ensure that the GC AI-managed code used to provide the Platform is, at a minimum, scanned daily with a current, supported, and updated version of a commercially available technology product that is intended to detect Malware.

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 Service. Customer’s rights to any Output under this Agreement do not extend to other users' Output. User Data and Content belonging to Customer is strictly segregated and will not be accessible by other users outside of Customer’s organization. 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 it.

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 all elements of the Service and the Additional 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 labeled as “official prompts” provided by GC AI (except any User Data or user modifications reflected in such prompts); (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 Service or Additional Services (collectively, “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 Service. 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 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 User Data or Customer’s Confidential Information.

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 prompts per user, the number of prompts 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 Customer’s Usage Data 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 fulfill GC AI’s obligations 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 Service, 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 Content to train artificial intelligence models. GC AI will not disclose or use Customer’s Content for any commercial purpose unrelated to uses identified herein without Customer’s prior written consent.

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 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 and reasonable attorneys’ fees, 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 any documentation provided by GC AI. 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. 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 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. FURTHER, CUSTOMER’S USE OF OR RELIANCE UPON THE OUTPUT IS AT CUSTOMER’S OWN RISK. CUSTOMER AGREES TO REVIEW THE OUTPUT AND TO ABIDE BY THE LEGAL, REGULATORY, OR PROFESSIONAL LICENSING OR OTHER FIDUCIARY RULES OR OBLIGATIONS THAT MAY APPLY TO CUSTOMER. IN NO EVENT SHALL GC AI OR ITS LICENSORS HAVE ANY LIABILITY ARISING FROM CUSTOMER’S USE 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 TWO TIMES (2X) 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.

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 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’s User Data, (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’s User Data, including any claim that the User Data infringes, misappropriates, or otherwise violates any third-party’s rights or applicable law; or (b) Customer’s use of the Output in a manner that violates applicable law or any third-party’s rights.

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. Indemnitee will not, without the prior written consent of Indemnitor, make any admission or prejudicial statement, or settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened 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 later of the signature dates below 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 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: (a) is in material breach of this Agreement 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. 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.

12.5 Logo Use. GC AI may identify Customer as a user of the Service, 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.

Exhibit A - GC AI – Support and Service Level Agreement

This Support and Service Level Agreement (SLA) sets forth the support service policy and service level agreement for the provision of the GC AI Platform to Customer. Capitalized terms not defined herein shall have the meaning provided in the Agreement.

1. Support Services

GC AI will provide support services during business hours (9 AM - 5 PM PT, Monday through Friday), as further detailed in Section 2. Customer must cooperate with GC AI to facilitate the provision of support services, including prompt notification of issues and provision of information as reasonably required by GC AI.

2. Error Severity Levels and Target Response Times

Severity Level

Response Time Targets

Critical Error: an error that significantly impacts the delivery or quality of the Platform

4 business hours

Non-Critical Error: an error that has a moderate impact on the Platform but does not prevent their fundamental operation

1 business day

3. Monthly Uptime Percentage

GC AI will use commercially reasonable efforts to ensure a Monthly Uptime Percentage of at least 99.5%. If GC AI's service availability falls below this threshold, service credits may be issued according to the terms below.

4. Service Credits

Monthly Uptime Percentage below 99.5% but above 99.0%: 5% of monthly fees credited.

Monthly Uptime Percentage below 99.0%: 10% of monthly fees credited.

The credits described in this section are Customer’s sole and exclusive remedy for any failure of GC AI to meet the Monthly Uptime Percentage.

5. Exclusions

This SLA does not apply to any service interruptions caused by “Exclusions”:

Force majeure events beyond GC AI's reasonable control.

Customer's equipment or third-party services or products.

Services, hardware, or software provided by a third party over which we do not have direct control.

Customer's failure to follow any guidance provided by GC AI in using the Service.

6. Definitions

“Downtime” means, in a given calendar month, the number of minutes during which the GC AI Service is not available for access by Customer or is otherwise unable or unavailable to provide the GC AI Service. Downtime does not include Exclusions or scheduled downtime.

“Monthly Uptime Percentage” is the total number of minutes in a month minus the number of minutes of Downtime, divided by the total number of minutes in the month.

“Service Credit” is a credit issued to Customer's account, calculated as a percentage of the monthly fees paid by Customer.